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HomeMy WebLinkAbout07-05-2017 Operations Committee Agenda Packet Orange County Sanitation District Wednesday, July 5, 2017 Regular Meeting of the a 5:00 P.M. OPERATIONS COMMITTEE Administration Building Board Room 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 AGENDA CALL TO ORDER PLEDGE OF ALLEGIANCE DECLARATION OF QUORUM: Clerk of the Board PUBLIC COMMENTS: If you wish to address the Committee on any item,please complete a Speaker's Form (located at the table outside of the Board Room) and submit it to the Clerk of the Board or notify the Clerk of the Board the item number on which you want to speak. Speakers will be recognized by the Chairman and are requested to limit comments to three minutes. REPORTS: The Committee Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Committee Members. These reports are for information only and require no action by the Committee. CONSENT CALENDAR: The Consent Calendar Items are considered routine and will be enacted, by the Committee, after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve Minutes of the June 7, 2017 Operations Committee Meeting. 2. DIGESTER CLEANING CONTRACT (Ed Torres) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Service Contract with Synagro-WWT, Inc., the lowest responsive and responsible bidder, for Digester Cleaning, Specification No. S-2017-82413D,for an 18-month period beginning September 1, 2017 through February 28, 2019, for an amount not to exceed $3,953,958 with four (4) additional 18-month renewal options; and 07105/2017 Operations Comm@tee Agenda Page 1 of 4 B. Approve a contingency of$395,396 (10%) aggregately per contract period. 3. LIGHT DUTY TRUCK COOPERATIVE PROCUREMENT WITH NATIONAL AUTO FLEET GROUP (Ed Torres) RECOMMENDATION: Recommend to the Board of Directors to: Approve the purchase of four light duty trucks using the National Joint Powers Alliance cooperative Contract Number 120716-NAF with National Auto Fleet Group for a total cost of $148,000 in accordance with Ordinance No. OCSD-47, Section 2.03(B), Cooperative Purchases. 4. PREVENTATIVE MAINTENANCE OF STANDBY EMERGENCY ELECTRICAL GENERATORS, SPECIFICATION NO. S-2017-822BD (Ed Torres) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Service Contract with Valley Power Services, Inc. for the annual preventative maintenance of standby electrical generators located at Orange County Sanitation District Plant Nos. 1 & 2 and Pump Stations, Specification No. S-2017-82213D, for the period September 1, 2017 through August 31, 2019, for an amount not to exceed of $148,500, with two (2) two-year renewal options; and B. Approve a contingency of$29,700 (20%) per two-year period. 5. PURCHASE OF SODIUM HYPOCHLORITE, SPECIFICATION NO. C-2017-853BD (Ed Torres) RECOMMENDATION: Recommend to the Board of Directors to: A. Award an Agreement to JCI Jones Chemicals, Inc.for the purchase of sodium hypochlorite (bleach), Specification No. C-2017-853BD, for the period September 1, 2017 through August 31, 2018, for a unit price of $0.51/gallon delivered, plus applicable sales tax, for an estimated annual amount of $626,726.25, with four (4) one-year renewal options; and B. Approve a (10%) unit price contingency. 07105/2017 Operations Comm@tee Agenda Page 2 of 4 6. REPAIR & REFURBISHMENT OF TWO CENTRAL GENERATION ELECTRICAL GENERATORS, SPECIFICATION NO. S-2017-85OBD (Ed Torres) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Service Contract to R.A. Reed Electric Company, the lowest responsive and responsible bidder,for Repair& Refurbishment of two Central Generation Electrical Generators, Specification No. S-2017-85013D, for an amount not to exceed $424,538.62; and B. Approve a contingency of$84,908 (20%). 7. STORMWATER MASTER PLAN — PROJECT NO. PS16-01 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Professional Services Agreement with Michael Baker International, Inc. to provide engineering services for the Stormwater Master Plan, Project No. PS16-01, for an amount not to exceed $715,300; and B. Approve a contingency of$71,530 (10%). 8. CEQA PLAN 2017 — MASTER CONTRACT NO. CEQA PLAN2017-00 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve annual Professional Services Agreements with HDR Engineering, Inc.; Michael Baker International; Helix Environmental Planning, Inc.; ESA; AECOM; and LSA; Master Contract No. CEQA PLAN2017-00, with a maximum annual fiscal year contract limitation not to exceed $400,000 for each Professional Services Agreement; and B. Approve two additional one-year optional extensions. NON-CONSENT CALENDAR: 9. SLUDGE DEWATERING AND ODOR CONTROL AT PLANT NO. 1, PROJECT NO. P1-101 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: Approve a contingency increase of $5,718,000 (4.5%) to the construction contract with W.M. Lyles Company for Sludge Dewatering and Odor Control at Plant No. 1, Project No. P1-101, for a total contingency amount of$9,518,000 (7.5%). 07105/2017 Operations Comm@tee Agenda Page 3 of 4 INFORMATION ITEMS: 10. HUMAN RESOURCES — WORKFORCE PLANNING, SAFETY AND SECURITY (Celia Chandler) DEPARTMENT HEAD REPORTS: OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: The next Operations Committee meeting is scheduled for Wednesday, September 6, 2017 at 5:00 p.m. Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714) 593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda Posting, In accordance with the requirements of Califomia 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 Ume above. All public records relating to each agenda item,including any public records distributed less than 72 hours prior to the meefing to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board. Aaenda Description: The agenda provides a brief general description of each item of business to be considered or discussed. The recommended action does not indicate what action will be taken. The Board of Directors may take any action which is deemed appropriate. NOTICE TO DIRECTORS: To place items on the agenda for the Committee Meeting, items must be submitted to the Clerk of the Board 14 days before the meeting. Kelly A. Lore Clerk of the Board (714)593-7433 kloreitbocsd.com For any questions on the agenda,Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherberg(glocsd.com Assistant General Manager Bob Ghirelli (714)593-7400 nahirelliRDocsd.cem Director of Engineering Rob Thompson (714)593-7310 rlhompson(Momd.com Director of Environmental Services Jim Colston (714)593-7450 icolstorutbomd.com Director of Operations&Maintenance Ed Torres 714 593-7080 etomes ocsd.com 07/05/2017 Operations Committee Agenda Page 4 of 4 ITEM NO. 1 MINUTES OF THE OPERATIONS COMMITTEE Orange County Sanitation District Wednesday, June 7, 2017, 5:00 p.m. A regular meeting of the Operations Committee was called to order by Committee Chair Withers on Wednesday, June 7, 2017 at 5:04 p.m. in the Administration Building. Director Yarc led the Flag Salute. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: John Withers, Chair Jim Herberg, General Manager Ellery Deaton, Vice-Chair Bob Ghirelli, Assistant General Manager Denise Barnes Celia Chandler, Director of Human Resources Kris Beard (Alternate) Jim Colston, Director of Environmental Services Allan Bernstein Rob Thompson, Director of Engineering Robert Collacott Ed Torres, Director of Operations and Maintenance Richard Murphy Lorenzo Tyner, Director of Finance & Tim Shaw Administrative Services Fred Smith Tina Knapp, Deputy Clerk of the Board Michelle Steel Greg Blakeley Mariellen Yarc Jennifer Cabral Greg Seboum, Board Chair Ron Coss David Shawver, Board Vice-Chair Don Cutler Anne Marie Feery COMMITTEE MEMBERS ABSENT: Lisa Frigo Phil Hawkins Alfredo Garcia Mike Lahlou Mark Manzo Tom Meregillano Kathy Millea Jeff Mohr Ddaze Phuong Mike White Eros Yong OTHERS PRESENT: Brad Hogin, General Counsel Patrick Sheilds, IRWD PUBLIC COMMENTS: None. 06/07/2017 Operations Committee Minutes Page 1 &6 REPORT OF COMMITTEE CHAIR: Committee Chair Withers did not provide a report. REPORT OF GENERAL MANAGER: General Manager Jim Herberg did not provide a report. CONSENT CALENDAR: Late Communication pertaining to Item Nos. 3 and 4 was provided to the Committee in the blue folders. 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED. SECONDED. and DULY CARRIED TO: Approve Minutes of the May 3, 2017 Operations Committee Meeting. AYES: Barnes, Beard (Alternate), Bernstein, Collacott, Deaton, Murphy, Seboum, Shaw, F. Smith, Steel, Yarc, and Withers NOES: None ABSTENTIONS: Shawver ABSENT: Hawkins 2. SEISMIC HAZARD EVALUATION AT PLANT NOS. 1 AND 2, PROJECT NO. PS1 5-06 (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Professional Services Agreement with Geosyntec Consultants to provide engineering services for the Seismic Hazard Evaluation at Plant Nos. 1 and 2, Project No. PS15-06, for an amount not to exceed $2,578,028; and B. Approve a contingency of$257,800 (10%). AYES: Barnes, Beard (Alternate), Bernstein, Collacott, Deaton, Murphy, Seboum, Shaw, Shawver, F. Smith, Steel, Yarc, and Withers NOES: None ABSTENTIONS: None ABSENT: Hawkins 06/07/2017 Operations Committee Minutes Page 2 of 6 3. CENTRAL GENERATION ENGINES AUTOMATIC BALANCING ANALYZERS (Ed Torres) Provided as Late Communication, the last line of the paragraph in the Financial Considerations section should read, "(Line item: Small Capital Projects, Section 8, Page 86).". MOVED. SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a sole source purchase order to Windrock, Inc. for the purchase and installation of two Windrock Auto Balance analyzers, plus associated equipment, on two central generation engines, one at each plant, for a total amount not to exceed $501,376; and B. Approve a contingency of$50,137 (10%). AYES: Barnes, Beard (Alternate), Bernstein, Collacott, Deaton, Murphy, Seboum, Shaw, Shawver, F. Smith, Steel, Yarc, and Withers NOES: None ABSTENTIONS: None ABSENT: Hawkins 4. CENTRAL GENERATION FACILITIES OIL CENTRIFUGE HEATER AND CONTROLS REPLACEMENT (Ed Torres) Provided as Late Communication, the last line of the paragraph in the Financial Considerations section should read, "(Line item: Small Capital Projects, Section 8, Page 86).". MOVED. SECONDED, and DULY CARRIED TO: A. Approve a Sole Source Purchase Order to replace and install four new Alfa Laval Central Generation Centrifuge Heaters and Controls at Plant Nos. 1 and 2 Central Generation facilities, for a total amount not to exceed $111,082; and B. Approve a contingency of$16,662 (15%). AYES: Barnes, Beard (Alternate), Bernstein, Collacott, Deaton, Murphy, Seboum, Shaw, Shawver, F. Smith, Steel, Yarc, and Withers NOES: None ABSTENTIONS: None ABSENT: Hawkins 06/07/2017 Operations committee Minutes Page 3 of 6 5. BIOSOLIDS MANAGEMENT CONTRACT RENEWAL — TULE RANCH (Jim Colston) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Authorize the five-year contract renewal with Tule Ranch, Amendment No. 2, to manage Orange County Sanitation District's biosolids from Reclamation Plant No. 1 and Treatment Plant No. 2 for land application and/or landfill disposal (Specification No. S-2011-51313D), for the period commencing November 1, 2017 through October 31, 2022, for a unit price increase of $2.50, for a new unit price of$57 per ton, for a total estimated annual amount not to exceed $9,000,000; and B. Approve an aggregate annual unit price contingency of 5%. AYES: Barnes, Beard (Alternate), Bernstein, Collacott, Deaton, Murphy, Seboum, Shaw, Shawver, F. Smith, Steel, Yarc, and Withers NOES: None ABSTENTIONS: None ABSENT: Hawkins NON-CONSENT CALENDAR: 6. 2017 AUDIT REPORT OF ORANGE COUNTY SANITATION DISTRICT SEWER SYSTEM MANAGEMENT PLAN (Jim Colston) Director of Environmental Services Jim Colston provided an informative PowerPoint presentation that encompassed both Item Nos. 6 and 7. Mr. Colston's presentation included an overview of the Sewer System Management Plan, auditor statements regarding the Plan, audit findings, opportunities for improvement, and changes made to the Plan based on the audit. Item Nos. 6 and 7 were voted on in one action. MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file the Final WDR/SSMP Audit Report dated May 19, 2017. AYES: Barnes, Beard (Alternate), Bernstein, Collacott, Deaton, Murphy, Seboum, Shaw, Shawver, F. Smith, Steel, Yarc, and Withers NOES: None ABSTENTIONS: None ABSENT: Hawkins 06/07/2017 Operations committee Minutes Page 4 of 6 7. SEWER SYSTEM MANAGEMENT PLAN UPDATE (Jim Colston) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Approve and file the Orange County Sanitation District's Sewer System Management Plan, dated May 9, 2017. AYES: Barnes, Beard (Alternate), Bernstein, Collacott, Deaton, Murphy, Seboum, Shaw, Shawver, F. Smith, Steel, Yarc, and Withers NOES: None ABSTENTIONS: None ABSENT: Hawkins INFORMATION ITEMS: 8. LABORATORY, MONITORING, AND COMPLIANCE DIVISION UPDATE (Jim Colston) Director of Environmental Services Jim Colston introduced Ron Coss, Laboratory, Monitoring, and Compliance Manager, who provided an informative PowerPoint presentation that included an overview of the division,the reports generated by the division, laboratory workload, laboratory workload by customer, productivity and budget, results of a recent survey conducted regarding division management and goals, and laboratory accreditation.A suggestion was made to publish ocean water quality testing results on OCSD's website. 9. 2017-18 BUDGET UPDATE PRESENTATION (Lorenzo Tyner) Director of Finance & Administrative Services Lorenzo Tyner introduced this item and indicated that the Budget Update Fiscal Year 2017-18 document is provided as Late Communication in the Directors' blue folders. Mr. Tyner introduced Controller Mike White,who gave a PowerPoint presentation that provided a budget update summary, major revenue components (fees/charges and general income), user fees and the relationship to revenue, comparison of annual single family residential rates, general income, outlay categories, expense summary, four distinct types of the Capital Improvement Program (CIP), CIP ten-year annual outlays, and debt issuances (no additional issuances planned). Director Steel departed the meeting at 5:30 p.m. DEPARTMENT HEAD REPORTS: None. 06/07/2017 Operations committee Minutes Page 5 of 6 OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS IF ANY: None. ADJOURNMENT Committee Chair Withers declared the meeting adjourned at 6:00 p.m. to the next scheduled meeting of Wednesday, July 5, 2017 at 5:00 p.m. Submitted by, Tina Knapp, CIVIC Deputy Clerk of the Board 06/07/2017 Operations committee Minutes Page 6 of 6 OPERATIONS COMMITTEE Meeting Date Ta Bd.of Dir. 07/05/17 07/26/17 AGENDA REPORT IbernNumber Item Number z Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: DIGESTER CLEANING CONTRACT GENERAL MANAGER'S RECOMMENDATION A. Approve a Service Contract with Synagro-W WT, Inc., the lowest responsive and responsible bidder, for Digester Cleaning, Specification No. S-2017-82413D, for an 18-month period beginning September 1, 2017 through February 28, 2019, for an amount not to exceed $3,953,958 with four (4) additional 18-month renewal options; and B. Approve a contingency of$395,396 (10%) aggregately per contract period. BACKGROUND Digesters are used to stabilize organic solids from primary and secondary treatment processes for ultimate reuse as well as to produce digester gas to power the Orange County Sanitation District's (Sanitation District) Central Generation facilities. Staff periodically cleans the digesters to remove the accumulated grit and rags that inhibit their performance. The previous digester-cleaning contract expired in November 2016. Staff recommends Synagro-W WT, Inc. be awarded the digester cleaning contract as the lowest responsive and responsible bidder. Approving the recommendation will allow the Sanitation District to maintain its current goal of completing four digester cleanings every 18 months. RELEVANT STANDARDS • Support Biosolids Management Program • Efficiency efforts reduce the cost to provide the current service level or standard • Maintain a proactive asset management program PROBLEM Periodic digester cleaning to remove materials that build up over time is required to maintain process capacity. Additionally, it provides an opportunity to assess the structural and mechanical conditions of the digesters after cleaning. Page 1 of 3 PROPOSED SOLUTION Approval of a digester cleaning contract with Synagro-WWT, Inc. to complete the necessary work. TIMING CONCERNS Timely approval of the contract will enable staff to stay on track with the cleaning schedule. RAMIFICATIONS OF NOT TAKING ACTION Poorer performance of the digesters and elevated future rehabilitation costs. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION This Contract was competitively bid with 14 prospective bidders. Six bid packages were received by the Sanitation District and are listed below. Bidder Total Cost NRC Environmental (Non-Responsive) $2,624,362 Synagro-WWT, Inc. $3,953,958 Wastewater Solids $5,108,995 American Process $6,438,219 Pipe and Plant $8,898,672 National Plant $15,149,000 The bids received are based upon a unit cost per dry ton of material removed and disposed of, as well as equipment mobilization and demobilization. The bid from NRC Environmental was deemed Non-Responsive as it did not provide any valid references as required by the Notice Inviting Bid (NIB) for Specification No. S-2017-824BD, to demonstrate its capabilities to provide digester cleaning services. CECIA N/A Page 2 of 3 FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the Division 8701880 budget (Line item: Repairs & Maintenance, Section 6 pages 92 and 96). Date of Approval Contract Amount Contingency 07/26/2017 $3,953,958 $395,396 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package and attachments: Digester Cleaning Services Contract Page 3 d 3 SERVICE CONTRACT Digester Cleaning Services Specification No. S-2017-824BD 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 Synagro-WWT, Inc. with a principal place of business at 3845 Bithell Lane,Suisun City, CA 94585(hereinafter referred to as"Service Provider") collectively referred to as the "Parties". WITNESETH WHEREAS, OCSD desires to retain the services of Service Provider for Digester Cleaning Services"Services"; and WHEREAS, OCSD has chosen Service Provider to conduct Services in accordance with Ordinance No. OCSD-47; and WHEREAS, on July 26, 2017, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD,and Service Provider; and WHEREAS, Service Provider is qualified by rtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the pro nd mutual benefits exchanged between the Parties, it is mutually agreed as follow 1. Introduction 1.1 This Contract and all exhibits hereto called a "Contract") is made by OCSD and Service Provider. The Terms and Conditions herein exclusively govern the purchase of Services as described in the Scope of Work, attached hereto and incorporated herein by reference as Exhibit"A". 1.2 Exhibits to this Contract are incorporated by reference a ads a part of this Contract as though fully set forth at length herein. Exhibits to this C ct are as follows in order of precedence: Exhibit"A" Scope of Work including all Appendices Exhibit"B" Bid from Service Provider Exhibit"C" Acknowledgement of Insurance Requirements Exhibit"D" OCSD Safety Standards Exhibit"E-J" Not Used Exhibit X' Not Used (Addendum 3.17.17) Exhibit"L" Not Used (Addendum 3.17.17) 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects govern and control. 1.4 The provisions of this Contract may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. Orange County Sanitation District 1 of 9 Specification No. S-2017-824BD 1.5 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, President's Day, Memorial Day, Independence Day, Labor Day,Veterans Day,Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 The term "work days", when used in this Contract, shall be as defined in Exhibit"A". 1.9 Service Provider shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.10 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Service Provider as a result of work performed in anticipation of purchases of said services by OCSD. 2. Compensation Compensation to be paid by OCSD to Service Provider for Services under this Contract for a firm fixed price not to exceed the total amount of Three Million Nine Hundred Fifty-Three Thousand Nine Hundred Fifty-Eight and 00100 Dollars ($3,953,958.00). 3. California Department of Industrial Relations (DIR)Registration and Record of Wages 3.1 To the extent Service Provider's eAployees and/or its Subcontractors who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, Service Provider and its Subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. 3.2 The Service Provider and its Subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, aA shall submit payroll records to the Labor Commissioner pursuant to Labor Code 17 . (a)(3). Penalties for non- compliance with the requirements of Section 1776 may be Muucted from progress payments per Section 1776. 3.3 Pursuant to Labor Code Section 1776, the Service Provider and its Subcontractors shall furnish a copy of all certified payroll records to OCSD and/or general public upon request, provided the public request is made through OCSD, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. 3.4 The Service Provider and its Subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). 4. Payments Payments shall be made upon approval by OCSD Project Manager, or his designee, of invoices submitted for Services completed as described in Exhibit "A". Service Provider shall submit monthly invoices including all deliverables per Exhibit"A",Section 4. OCSD, at its sole discretion, shall be the determining party as to whether the Services have been satisfactorily completed. Orange County Sanitation District 2 of 9 Specification No. S-2017-824BD 5. Invoices 5.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Invoices shall include the Purchase Order Number. 5.2 Invoices shall be emailed by Service Provider to OCSD Accounts Payable at APStaff(a)OCSD.com and reference the following in the subject line: "INVOICE", the Purchase Order number, the Project Manager and Specification No. S-2017-824BD. 6. Audit Rights Service Provider agrees that, during the term of this Contract and for a period of three(3)years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Service Provider relating to the invoices submitted by Service Provider pursuant to this Contract. 7. Scope of Work Subject to the terms of this Contract, Service Provider shall perform the Services attached hereto alow rporated herein Exhibit'W'. Service Provider shall perform said Services in accordance with generally accepted industry and professional standards. 6. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any tme. All modifications must be made in writing and signed by both Parties. I'll 9. Contract Term The Services provided under this Contract shall be completed within eighteen months (1 112) years from the effective date of the notice to proceed. (Addendum 3.17.17) 10. Renewals 1W- IS7 10.1 OCSD may exercise the option to renew the Contract for up to four (4) eighteen month periods based upon the criteria set forth in Exhibit "A", under the terms and conditions contained herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew. (Addendum 3.17.17) 10.2 Renewals may be made through the OCSD Purchase Ord ores . 11. Termination 11.1 OCSD reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon receipt of a termination notice, Service Provider shall immediately discontinue all work under this Contract(unless the notice directs otherwise). OCSD shall thereafter, within thirty(30)days, pay Service Provider for work performed (cost and fee) to the date of termination. Service Provider expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Service Provider other than for work performed to the date of termination. 11.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Service Provider is not meeting specification requirements, if the level of service is inadequate, or any other default of this Contract. 11.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written notice to Service Provider: Orange County Sanitation District 3 of 9 Specification No. S-2017-824BD • if Service Provider becomes insolvent or files a petition under the Bankruptcy Act; or • if Service Provider sells its business; or • if Service Provider breaches any of the terms of this Contract; or • if total amount of compensation exceeds the amount authorized under this Contract. 11.4 All OCSD property in the possession or control of Service Provider shall be returned by Service Provider to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 12. Insurance Service Provider and all subcontractors shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "C"). Service Provider shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Service Provider allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. 13. Bonds Not Used. (Addendum 3.17.17) 14. Indemnification and Hold Harmless Provision Service Provider shall assume all responsibility for damages to property and/or injuries to persons,including accidental death,which may arise out of or be caused by Service Provider's services under this Contract, or by its subcontractor or by anyone directly or indirectly employed by Service Provider, and whether such damage or injury shall accrue or be discovered before or after the termination of the Contract. Except as to the sole active negligence of or willful misconduct of OCSD, Service Provider shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys'fees: (a)for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with Service Provider's performance under the Contract,and/or(b)on account of use of any copyrighted or uncopyrighted material, composition, or process, or any patented or unpatented invention, article or appliance, furnished or used under the Contract, and/or (c)on account of any goods and services provided under this Contract. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Service Provider of or anyone employed by or working under Service Provider. To the maximum extent permitted by law, Service Provider's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of 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. 15. 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 Service Provider is required to follow the most stringent regulatory requirement at no cost to OCSD. Service Provider and all their employees and subcontractors,shall adhere to all applicable OCSD Safety Standards and Human Resources Policies found at: OCSD.com, "Document Central", under the heading "About Us". Orange County Sanitation District 4 of 9 Specification No. S-2017-824BD OCSD's Safety Standards and Human Resource Policies are hereby incorporated by reference as though fully set forth herein in Exhibit"D". 16. Warranties In addition to the Warranties stated in Exhibit"A", the following shall apply: 16.1 Manufacturer's standard warranty shall apply. All manufacturer warranties will begin at date of completion of this Contract. 16.2 Service Provider's warranty: If, within the 12-month period following completion of its Services, OCSD informs Service Provider that any part of the Services fails to meet the standards required under this Contract, Service Provider shall, within the time agreed to by OCSD and Service Provider, take all such actions as are necessary to correct or complete the noted deficiency(ies) at Service Provider's sole expense. 17. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 16. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 19. Freight (F.O.B. Destinati011f/Service Provider assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 20. Familiarity with Work By executing this Contract, Service Provider warrants that: 1) it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Contract. Should Service Provider discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Service Provider's rislk, until written instructions are received from OCSD. ` 21. Regulatory Requirements Service Provider shall perform all work under this Contract in strict conformance with applicable federal, state, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. 22. Licenses, Permits. Ordinances and Regulations Service Provider represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Contract will be paid by Service Provider. 23. Applicable Laws and Regulations Service Provider shall comply with all applicable federal, state, and local laws, rules, and regulations. Service Provider also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of Service Provider's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. 24. Contractor's Employees Compensation 24.1 Davis-Bacon Act— Not Used. Orange County Sanitation District 5 of 9 Specification No. S-2017-824BD 24.2 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 Service Provider agrees that not less than said prevailing rates shall be paid to workers employed on this Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. 24.3 Forfeiture For Violation - Service Provider shall, as a penalty to OCSD, forfeit fifty, dollars ($50.00) for each calendar day or portion thereof for each worker paid (either by the Service Provider or any subcontractor under 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. 24.4 Apprentices — Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the Service Provider shall comply therewith if the prime Contract involves thirty thousand dollars ($30,000.00)or more or twenty (20)working days or more; or if contracts of specialty contractors not bidding for work through the general or prime Contractor are two thousand dollars($2,000.00) or more or five (5)working days or more. 24.5 Workday — In the performance of this Contract, not more than eight (8) hours shall constitute a day's work, and the Service Provider shall not require more than eight (8) hours of labor in a day from any person employed by him hereunder except as provided in General Prevailing Rate above. Service Provider 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 Service Provider or any subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one calendar day and forty (40) hours in any one week in violation of said Article. Service Provider shall keep an accurate record showing the name and actual hours worked each calendar day an ach calendar week by each worker employed by Service Provider in connection with the pro' 24.6 Record of Wages: Inspection - Service Provider 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 Service Provider or subcontractor or its agent having authority over such matters. Service Provider further agrees that its payroll records and those of its subcontractors shall be available to the employee or employee's representative, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards and shall comply with all of the provisions of Labor Code Section 1776, in general. Penalties for non-compliance with the requirements of Section 1776 may be deducted from project payments per the requirements of Section 1776. 25. South Coast Air Quality Management District's (SCAQMD) Requirements It is Service Provider's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). Orange County Sanitation District 6 of 9 Specification No. S-2017-824BD All contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 26. 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. 27. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Service Provider to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 28. Remedies In addition to other remedies available in law or equity, if the Service Provider fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may(1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or Services for those due from Service Provider. In the event OCSD elects to"cover' as described in (3), OCSD shall be entitled to recover from Service Provider as damages the difference between the cost of the substitute goods or Services and the Contract price, together with any incidental or consequential damages. 29. Dispute Resolution 40 29.1 In the event of a dispute as to the construction.or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement,through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 29.2 In the event the Parties are unable to timely resolve the dispute 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 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. 30. 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 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. 31. Survival The provisions of this Contract dealing with Payment,Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. Orange County Sanitation District 7 of 9 Specification No. S-2017-824BD 32. 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. 33. Damage to OCSD's Property Any of OCSD's property damaged by Service Provider, any subcontractors or by the personnel of eitherwill be subject to repair or replacement by Service Provider at no cost to OCSD. 34. Disclosure Service Provider agrees not to disclose, to any third party,data or information generated from this project without the prior written consent from OCSD. 35. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Service Provider an OCSD employee. During the performance of this Contract, Service Provider and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Service Provider and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 36. Limitations upon Subcontracting and Assionment Service Provider shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 37. Third Party Rights Nothing in this Conevshall be construed to give any rights or benefits to anyone other than OCSD and Service Provider. 38. 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 for the terms of this Contract. 39. Read and Understood By signing this Contract, Service P der r resents that he has read and understood the terms and conditions of the Contract. 40. 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. 41. Entire Contract This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 8 of 9 Specification No. S-2017-824BD 42. 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 for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Michelle Hadaway Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 SERVICE PROVIDER: Synagro-WWT, Inc. 3845 Bithell Lane Suisun City, CA 94585 Each party shall pr the oth arty written notice of any change in address as soon as practicable. IN WITNESS WHEREO , endi o be belly bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. OfNGE COSY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Clerk of the Board Ao Dated: By: Contracts, Purchasing and Materials Management Manager SYNAGRO-WWT, INC. Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 9 of 9 Specification No. S-2017-824BD OPERATIONS COMMITTEE Meeting Date Ta Bd.of Dir. 07/05/17 07/26/17 AGENDA REPORT emNumber hem Number 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations & Maintenance SUBJECT: LIGHT DUTY TRUCK COOPERATIVE PROCUREMENT WITH NATIONAL AUTO FLEET GROUP GENERAL MANAGER'S RECOMMENDATION Approve the purchase of four light duty trucks using the National Joint Powers Alliance cooperative Contract Number 120716-NAF with National Auto Fleet Group for a total cost of $148,000 in accordance with Ordinance No. OCSD-47, Section 2.03(B), Cooperative Purchases. BACKGROUND The Orange County Sanitation District (Sanitation District) fleet has approximately 200 cars and trucks. The Sanitation District budgeted for replacement of four light duty trucks that are at the end of their useful life or that require excessive maintenance to keep operational. RELEVANT STANDARDS • Participate in National Joint Powers Authority (NJPA) cooperative purchasing program • Consider life-cycle costs in all decisions PROBLEM The Sanitation District identified four light duty trucks for replacement in FY 2016-17. The existing trucks have reached the end of their useful life and are encountering excessive repairs or are no longer operational. PROPOSED SOLUTION Staff is seeking approval to purchase four replacement vehicles. TIMING CONCERNS These light duty trucks are used by maintenance staff in the treatment plant and collections systems. Page 1 of 2 RAMIFICATIONS OF NOT TAKING ACTION If these vehicles are not replaced, the Sanitation District may incur excessive maintenance repairs and exposure to safety and reliability issues. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Seeking the lowest price, the Sanitation District is utilizing the NJPA agreement. The NJPA is a public agency that serves as a cooperative for over 50,000 member agencies nationally. The Sanitation District is a member of the NJPA at no cost. NJPA offers a multitude of cooperatively contracted products, equipment, and services opportunities to education and government entities throughout the country. This purchase of four vehicles is in accordance with the NJPA agreement contract with National Auto Fleet Group is in accordance with the Sanitation District's Purchasing Ordinance, Section 2.03B. The Contract Number 120716-NAF Category Fleet Services, Parts & Equipment is in effect through January 17, 2021. The total cost includes California state sales tax, freight, and all applicable fees. All NJPA contracts have been competitively solicited nationally, reviewed, evaluated by committee, and recommended to the NJPA Board of Directors for award with the Minnesota public purchasing rules and regulations applicable to NJPA. Each solicitation is issued on behalf of NJPA members nationwide. Each request for proposal (RFP) advises all responders that NJPA desires a vendor who can sell and service participating members in all 50 states. All RFP respondents understand that these contracts will be under consideration for use by government, education, and non-profit member agencies throughout the United States. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. These items have been budgeted through the Capital Equipment Budget Summary (Fiscal Year 2016-2017 Budget Section 8 (Line Item: 822-Fleet Services, Pages 104-105). Date of Aooroval Contract Amount Contlnaencv 07/26/2017 $148,000 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A Page 2 of 2 OPERATIONS COMMITTEE Meeting Date TOBd.of Dir. 07/05/17 07/26/17 AGENDA REPORT IternNamber Item Number a Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations & Maintenance SUBJECT: PREVENTATIVE MAINTENANCE OF STANDBY EMERGENCY ELECTRICAL GENERATORS, SPECIFICATION NO. S-2017-822BD GENERAL MANAGER'S RECOMMENDATION A. Approve a Service Contract with Valley Power Services, Inc. for the annual preventative maintenance of standby electrical generators located at Orange County Sanitation District Plant Nos.1 & 2 and Pump Stations, Specification No. S-2017-82213D, for the period September 1, 2017 through August 31, 2019, for an amount not to exceed of$148,500, with two (2) two-year renewal options; and B. Approve a contingency of$29,700 (20%) per two-year period. BACKGROUND The Orange County Sanitation District(Sanitation District)owns and operates 26 standby electrical generators. These generators are used to power critical processes at both treatment plants and pump stations when primary electrical power is lost. These assets require specific preventative maintenance to ensure reliable functionality. RELEVANT STANDARDS • Protection of Orange County Sanitation District assets • Consider life-cycle costs in all decisions • 24/7/365 treatment plant reliability PROBLEM During routine function checks and load testing it was determined that the reliability of the generators do not meet our desired level of service and therefore additional preventative maintenance is needed. The maintenance required to achieve the needed reliability is beyond the staffing resources of the Sanitation District, as well as the requirement for specialized equipment. PROPOSED SOLUTION Establish a standby generator maintenance and repair contract to ensure these critical assets are maintained and function reliably during potential power outages. Page 1 of 2 RAMIFICATIONS OF NOT TAKING ACTION Delays in completing this work will result in compromised reliability of these critical assets. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION This Contract was competitively bid with eight prospective bidders attending the mandatory job walk with three bids being received by the Sanitation District. The information on the three bidders is listed below. Staff recommends that Valley Power Services, Inc. be awarded the Preventative Maintenance of Standby Emergency Electrical Generators Contract as the lowest responsive and responsible bidder. Bid Information Total Cost Valley Power Services, Inc. $148,500.00 Cummins Cal Pacific, LLC $158,378.35 Quinn Company $307,260.00 A 20% contingency is requested for this effort due to the likelihood of potentially unforeseen repair requirements that may be discovered during the preventative maintenance. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the Division 870 and 880 operating budgets (Line item: Repairs and Maintenance, Section 6, Pages 92 and 96). Date of Approval Contract Amount Contingency 07/26/2017 $148,500 $29,700 (20%) ATTACHMENT The following affachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: • Valley Power Services, Inc. Service Contract Page 2 d 2 SERVICE CONTRACT Preventative Maintenance of Standby Prime Movers and Generators Specification No. S-2017-822BD 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 Valley Power Services, Inc. with a principal place of business at 425 South Hacienda Boulevard, City of Industry, CA 91745 (hereinafter referred to as "Service Provider") collectively referred to as the "Parties". WITNESSETH WHEREAS, OCSD desires to retain the services of Service Provider for annual preventative maintenance work activities for the Standby Prime Movers and Generators at both Plant 1 and Plant 2 "Services"; and WHEREAS, OCSD has chosen Service Provider to conduct Services in accordance with Ordinance No. OCSD-47; and WHEREAS, on July 26, 2017, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Service Provider; and WHEREAS, Service Provider is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and Service Provider. The Terms and Conditions herein exclusively govern the purchase of Services as described in the Scope of Work, attached hereto and incorporated herein by reference as Exhibit"A". 1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Exhibits to this Contract are as follows in order of precedence: Exhibit"A" Scope of Work(Including Addendum 1 issued April 13, 2017 attached) Exhibit"B" Bid from Service Provider Exhibit"C" Acknowledgement of Insurance Requirements Exhibit"D" OCSD Safety Standards Exhibit"E-J" Not Used Exhibit X' Not Used Exhibit"L" Not Used 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects govern and control. Orange County Sanitation District 1 of 9 Specification No. S-2017-822BD 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 affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, President's Day, Memorial Day, Independence Day, Labor Day,Veterans Day,Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 The term "work days", when used in this Contract, shall be as defined in Exhibit"A". 1.9 Service Provider shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.10 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Service Provider as a result of work performed in anticipation of purchases of said services by OCSD. 2. Compensation Compensation to be paid by OCSD to Service Provider for Services under this Contract for a firm fixed price not to exceed the total amount of One Hundred Forty- Eight Thousand Five Hundred and 00/00 Dollars ($148,500.00). 3. California Department of Industrial Relations (DIRMeoistration and Record of Wages 3.1 To the extent Service Providers employees and/or its subcontractors who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, Service Provider and its subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. 3.2 The Service Provider and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. 3.3 Pursuant to Labor Code Section 1776, the Service Provider and its subcontractors shall furnish a copy of all certified payroll records to OCSD and/or general public upon request, provided the public request is made through OCSD, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. 3.4 The Service Provider and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). Orange County Sanitation District 2 of 9 Specification No. S-2017-822BD 4. Payments Payments shall be made on a lump sum basis per completion of each item as defined in Exhibit"B" and upon approval by OCSD Project Manager, or his designee, of invoices submitted for Services as described in Exhibit "A". OCSD, at its sole discretion, shall be the determining party as to whether the work and deliverables listed below have been satisfactorily completed. 5. Invoices 5.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Invoices shall include the Purchase Order Number. 5.2 Invoices shall be emailed by Service Provider to OCSD Accounts Payable at APStaff(d).00SD.com and reference the following in the subject line: "INVOICE", the Purchase Order number, the Project Manager, and Specification No. 5-2017-822131D. 6. Audit Rights Service Provider agrees that, during the term of this Contract and for a period of three(3)years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Service Provider relating to the invoices submitted by Service Provider pursuant to this Contract. 7. Scone of Work Subject to the terms of this Contract, Service Provider shall perform the Services attached hereto and incorporated herein Exhibit"A". Service Provider shall perform said Services in accordance with generally accepted industry and professional standards. 8. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. 9. Contract Term The Services provided under this Contract shall be two (2)years starting from September 1, 2017 through August 31, 2019. 10. Renewals 10.1 OCSD may exercise the option to renew the Contract for up to two (2) two-year periods based upon the criteria set forth in Exhibit "A", under the terms and conditions contained herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 10.2 Renewals may be made through the OCSD Purchase Order process. 11. Termination 11.1 OCSD reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon receipt of a termination notice, Service Provider shall immediately discontinue all work under this Contract(unless the notice directs otherwise). OCSD shall thereafter, within thirty(30) days, pay Service Provider for work performed (cost and fee) to the date of termination. Service Provider expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Service Provider other than for work performed to the date of termination. 11.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Service Provider is not meeting specification requirements, if the level of service is inadequate, or any other default of this Contract. Orange County Sanitation District 3 of 9 Specification No. S-2017-822BD 11.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written notice to Service Provider: • if Service Provider becomes insolvent or files a petition under the Bankruptcy Act; or • if Service Provider sells its business; or • if Service Provider breaches any of the terms of this Contract; or • if total amount of compensation exceeds the amount authorized under this Contract. 11.4 All OCSD property in the possession or control of Service Provider shall be returned by Service Provider to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 12. Insurance Service Provider and all subcontractors shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "C"). Service Provider shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Service Provider allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. 13. Bonds Not Used 14. Indemnification and Hold Harmless Provision Service Provider shall assume all responsibility for damages to property and/or injuries to persons,including accidental death,which may arise out of or be caused by Service Provider's services under this Contract, or by its subcontractor or by anyone directly or indirectly employed by Service Provider, and whether such damage or injury shall accrue or be discovered before or after the termination of the Contract. Except as to the sole active negligence of or willful misconduct of OCSD, Service Provider shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys'fees: (a)for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with Service Provider's performance under the Contract,and/or(b)on account of use of any copyrighted or uncopyrighted material, composition, or process, or any patented or unpatented invention, article or appliance, furnished or used under the Contract, and/or (c)on account of any goods and services provided under this Contract. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Service Provider of or anyone employed by or working under Service Provider. To the maximum extent permitted by law, Service Provider's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of 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. 15. Safety Standards and Human Resources IHRI 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 Service Provider is required to follow the Orange County Sanitation District 4 of 9 Specification No. S-2017-822BD most stringent regulatory requirement at no cost to OCSD. Service Provider and all their employees and subcontractors,shall adhere to all applicable OCSD Safety Standards and Human Resources Policies found at: OCSD.com, "Document Central", under the heading "About Us". OCSD's Safety Standards and Human Resource Policies are hereby incorporated by reference as though fully set forth herein in Exhibit"D". 16. Warranties In addition to the Warranties stated in Exhibit "A", the following shall apply: 16.1 Manufacturer's standard warranty shall apply. All manufacturer warranties will begin at date of completion of this Contract. 16.2 Service Provider's warranty: If, within the 12-month period following completion of its Services, OCSD informs Service Provider that any part of the Services fails to meet the standards required under this Contract, Service Provider shall, within the time agreed to by OCSD and Service Provider, take all such actions as are necessary to correct or complete the noted deficiency(ies) at Service Provider's sole expense. 17. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 18. 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. 19. Freiaht (F.O.B. Destination) Service Provider assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 20. FamlRarify with Work By executing this Contract, Service Provider warrants that: 1) it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Contract. Should Service Provider discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Service Provider's risk, until written instructions are received from OCSD. 21. Regulatory Reauirements Service Provider shall perform all work under this Contract in strict conformance with applicable federal, state, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. 22. Licenses. Permits. Ordinances and Regulations Service Provider represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Contract will be paid by Service Provider. 23. Applicable Laws and Regulations Service Provider shall comply with all applicable federal, state, and local laws, rules, and regulations. Service Provider also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of Service Provider's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. Orange County Sanitation District 5 of 9 Specification No. S-2017-822BD 24. Contractor's Employees Compensation 24.1 Davis-Bacon Act— Not Used 24.2 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 Service Provider agrees that not less than said prevailing rates shall be paid to workers employed on this Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. 24.3 Forfeiture For Violation - Service Provider shall, as a penalty to OCSD, forfeit fifty dollars ($50.00) for each calendar day or portion thereof for each worker paid (either by the Service Provider or any subcontractor under 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. 24.4 Apprentices — Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the Service Provider shall comply therewith if the prime Contract involves thirty thousand dollars ($30,000.00)or more or twenty (20)working days or more; or if contracts of specialty contractors not bidding for work through the general or prime Contractor are two thousand dollars($2,000.00) or more or five (5)working days or more. 24.5 Workday — In the performance of this Contract, not more than eight (8) hours shall constitute a day's work, and the Service Provider shall not require more than eight (8) hours of labor in a day from any person employed by him hereunder except as referenced above. Service Provider 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 Service Provider or any subcontractor for each calendar day during which any worker is required or permitted to labor more than eight(8)hours in any one calendar day and forty(40)hours in any one week in violation of said Article. Service Provider shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by Service Provider in connection with the project. 24.6 Record of Wages; Inspection - Service Provider 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 Service Provider or subcontractor or its agent having authority over such matters. Service Provider further agrees that its payroll records and those of its subcontractors shall be available to the employee or employee's representative, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards and shall comply with all of the provisions of Labor Code Section 1776, in general. Penalties for non-compliance with the requirements of Section 1776 may be deducted from project payments per the requirements of Section 1776. Orange County Sanitation District 6 of 9 Specification No. S-2017-822BD 25. South Coast Air Quality Management District's (SCAQMD) Requirements It is Service Provider's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 26. 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. 27. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Service Provider to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 28. Remedies In addition to other remedies available in law or equity, if the Service Provider fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may(1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute goods or Services for those due from Service Provider. In the event OCSD elects to "cover' as described in (3), OCSD shall be entitled to recover from Service Provider as damages the difference between the cost of the substitute goods or Services and the Contract price, together with any incidental or consequential damages. 29. Dispute Resolution 29.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement,through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 29.2 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 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. Orange County Sanitation District 7 of 9 Specification No. S-2017-822BD 30. 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 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. 31. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 32. 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. 33. Damaue to OCSD's Property Any of OCSD's property damaged by Service Provider, any subcontractors or by the personnel of eitherwill be subject to repair or replacement by Service Provider at no cost to OCSD. 34. Disclosure Service Provider agrees not to disclose,to any third party,data or information generated from this project without the prior written consent from OCSD. 35. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Service Provider an OCSD employee. During the performance of this Contract, Service Provider and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Service Provider and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 36. Limitations upon Subcontracting and Assignment Service Provider shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 37. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Service Provider. 38. 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 for the terms of this Contract. 39. Read and Understood By signing this Contract, Service Provider represents that he has read and understood the terms and conditions of the Contract. 40. 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. 41. Entire Contract This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 8 of 9 Specification No. S-2017-822BD 42. 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 for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Michelle Hadaway Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 SERVICE PROVIDER: Valley Power Services, Inc. 425 South Hacienda Boulevard City of Industry, CA 91745 Each party shall provide the other party written notice of any change in address as soon as practicable. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Manager VALLEY POWER SERVICES, INC. Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 9 of 9 Specification No. S-2017-822BD OPERATIONS COMMITTEE Meeting Date Ta Bd.of Dir. 07/05/17 07/26/17 AGENDA REPORT IWmNumber Item Number s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: PURCHASE OF SODIUM HYPOCHLORITE, SPECIFICATION NO. C-2017-853BD GENERAL MANAGER'S RECOMMENDATION A. Award an Agreement to JCI Jones Chemicals, Inc. for the purchase of sodium hypochlorite (bleach), Specification No. C-2017-853BD, for the period September 1, 2017 through August 31, 2018, for a unit price of $0.51/gallon delivered, plus applicable sales tax, for an estimated annual amount of $626,726.25, with four(4) one-year renewal options; and B. Approve a (10%) unit price contingency. BACKGROUND Bleach has historically been used at the Orange County Sanitation District (Sanitation District)treatment plants for disinfection of plant water and odor control. Bleach is added to the chemical scrubbers at the treatment plants to remove hydrogen sulfide from the odorous air from the sewers and treatment processes. Staff estimates approximately 1,130,000 gallons of bleach usage during this contract period. RELEVANT STANDARDS • Zero odor incidents/events under normal operating conditions for Plants 1 and 2 • Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting PROBLEM The wastewater treatment processes at Plant Nos. 1 and 2 generate foul odors that must be controlled to minimize adverse impact to our neighbors. PROPOSED SOLUTION Bleach has been effective in controlling hydrogen sulfide odors from our treatment facilities and is an effective disinfectant for plant water. Page d of 2 TIMING CONCERNS Our current contract expires on August 31, 2017, and there are no renewals. RAMIFICATIONS OF NOT TAKING ACTION Shortages in available bleach will impede our ability to mitigate odor at both plants and result in increased odor to the surrounding neighbors. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The Sanitation District advertised for a-bids for the purchase of bleach on April 6, 2017. Two sealed bids were received on May 16, 2017. The bids were evaluated in accordance with the Sanitation District's policies and procedures. Staff recommends awarding a chemical purchase contract to the lowest responsive and responsible bidder, JCI Jones Chemicals, Inc., for the purchase of bleach. The following is a summary of the bids received. Bidder Amount of Bid (Excluding Applicable Sales Tax) Olin Corporation $615,850 JCI Jones Chemicals, Inc. $576,300 Univar USA Inc No bid CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the Division 830 and 840 operating budgets (Section 6, Line item: Supplies, Pages 84 and 88). Date of Approval Contract Amount Contingency 07/26/2017 $0.51(unit price) 10%unit price contingency ATTACHMENTS: The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Sodium Hypochlorite Agreement, Specification No. C-2017-853BD Page 2 of 2 AGREEMENT FOR PURCHASE OF SODIUM HYPOCHLORITE— NaOCI (BLEACH) SOLUTION SPECIFICATION NO. C-2017.853BD 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 JCI Jones Chemicals, Inc. with a principal place of business at 1401 Del Amo Boulevard, Torrance, CA 90501 (hereinafter referred to as "Supplier") collectively referred to as the "Parties". W/TNESETH WHEREAS, OCSD requires Sodium Hypochlorite Solution in its sewage treatment process and has prepared Scope of Work (attached hereto and incorporated herein by reference as Exhibit "A")for the purchase of said Sodium Hypochlorite Solution; WHEREAS, sealed bids for the Purchase of Sodium Hypochlorite Solution, Specification No. C-2017-853BD were solicited, received, and opened on May 16, 2017; and WHEREAS, on July 26, 2017, the Board of Directors of OCSD, by minute order, authorized execution of this Agreement between OCSD and Supplier; and WHEREAS, OCSD has chosen Supplier to provide Sodium Hypochlorite Solution in accordance with Ordinance No. OCSD-47; and NOW, THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Agreement and all exhibits hereto (called the "Agreement") is made by OCSD and Supplier. The terms and conditions herein exclusively govern the purchase of Sodium Hypochlorite Solution as described in the Scope of Work/Technical Specifications, attached hereto and incorporated herein by reference as Exhibit"A". 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/Technical Specifications Exhibit"B" Bid from Supplier Exhibit"C" Acknowledgement of Insurance Requirements Exhibit"D" OCSD Safety Standards 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. 2. Delivery 2.1 LOCATION: Deliveries shall be made to Plant 1 located at 10844 Ellis Avenue, Fountain Valley, CA 92708 and Plant No. 2 at 22212 Brookhurst Street, Huntington Beach, CA. in accordance with Exhibit"A"inclusive of its attachments. Complete orders will be delivered F.O.B. Destination, and shall include unloading chemical into OCSD's Sodium Hypochlorite tanks. Orange County Sanitation District 1 Of 8 Specification No. C-2017-853BD N1415 2.2 OCSD will pay only for the actual gallons of Sodium Hypochlorite Solution delivered, based upon certified tare weight and net weight. Gallons invoiced by Supplier and payable by OCSD will be for the total net gallons of Sodium Hypochlorite Solution delivered (loaded gross weight minus the tare weight). Tare weight shall be determined immediately after each delivery and prior to cleaning, emptying or clearing the delivery tank. 2.3 A delivery statement shall accompany all shipments and state the weight,gallons, specific gravity of the product and percent delivered. 3. Possession Ownership and control of all Sodium Hypochlorite Solution delivered pursuant to this Agreement shall remain solely and exclusively with Supplier, until complete transfer of possession by delivery to OCSD at the designated location is made from Supplier. 4. Quand 4.1 OCSD makes no guarantee to actual use or quantity of Sodium Hypochlorite Solution purchased. Use may be sporadic based on the wastewater treatment requirements unique to the treatment plant. 4.2 OCSD will, through the term of this Agreement, purchase Sodium Hypochlorite Solution from Supplier exclusively, except when OCSD determines Supplier cannot make delivery within the time specified, with the quality and quantity specified, at the Agreement price, the level of service is inadequate,OCSD unapproved increase in active dry pound rate or for any other default or breach of this Agreement. In such event, OCSD may purchase Sodium Hypochlorite Solution elsewhere and charge Supplier any difference in the delivered price to OCSD from that provided in this Agreement, or alternatively, OCSD may terminate the Agreement based on said breach or failure to deliver the specified product. Quality control tests will be performed by OCSD on the delivered Sodium Hypochlorite Solution to ensure that Specifications are attained. 5. Pricing and Invoicina 5.1 Supplier will invoice monthly for delivered Sodium Hypochlorite Solution per Exhibit "A", and at the price(s) listed in the Bid Price Form (attached hereto and incorporated herein by reference as Exhibit "B"). Prices shall include all cartage and taxes per gallon except California State Sales Tax. The sales tax will be paid by OCSD. 5.2 OCSD shall pay, Net 30 days, upon receipt and approval by the OCSD Project Manager, or designee of itemized invoices, submitted in duplicate, in a form acceptable to OCSD to enable audit of the charges thereon. All invoices must reference the Purchase Order Number. Supplier will mail the invoices to Orange County Sanitation District, 10844 Ellis Avenue, Fountain Valley, CA 92708, attention Accounts Payable. All invoices shall include a description of the delivery location,the delivery date and the unit price.All cash discounts shall be taken and computed from the date of completion of tasks or acceptance of equipment, material, installation and training, or from the date of receipt of invoice, whichever occurs last. 6. Modifications 6.1 This Agreement may be modified or changed only by written instrument in the form of an amendment to this Agreement signed by both Parties. 6.2 Pricing modifications: The prices established in this Agreement shall remain firm for the one-year Agreement term.Quarterly pricing will not be accepted.Any adjustments made will allow for increases or decreases in the manufactured cost of the Sodium Hypochlorite Solution and will Orange County Sanitation District 2 of 8 Specification No. C-2017-853BD N1415 be based upon OCSD validated information furnished by Supplier and OCSD sources. Adjustments will only be reviewed on an annual basis. OCSD reserves the right to agree with or reject the proposed price increase or decrease. 6.3 Price changes may be made through the OCSD Purchase Order Process. 7. Aareement Term The purchase of Sodium Hypochlorite Solution under this Agreement shall be for the period of one (1) year commencing on September 1, 2017 and continuing through August 31, 2018. 8. Renewals 8.1 OCSO may exercise the option to renew the Agreement for up to four(4)one-year periods based upon the criteria set forth in Exhibit "A", if mutually acceptable terms can be negotiated. OCSD shall make no obligation to renew nor give reason if it elects not to renew. The prices established in the original Agreement may be adjusted. Refer to Section titled Modifications listed above for pricing modifications. 8.2 Renewals may be made through the OCSD Purchase Order Process. 9. Termination 9.1 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 to Supplier from OCSD. Upon receipt of a termination notice,Supplier shall immediately discontinue all work under this Agreement(unless the notice directs otherwise). OCSD shall thereafter,within thirty (30)days, pay Supplier for work performed(cost and fee)to the date of termination.Supplier expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of the Agreement. Such notice of termination shall terminate this Agreement and release OCSD from any further fee, cost or claim hereunder by Supplier other than for work performed to the date of termination. 9.2 OCSD reserves the right to terminate this Agreement immediately upon OCSD's determination that Supplier is not meeting specification requirements for delivery of quantities needed, the level of service is inadequate, for poor quality of product, for OCSD unapproved increase in rate, or any other default or breach of this Agreement. 9.3 OCSD may also terminate the Agreement for default in whole or in part by written notice to Supplier from OCSD: 9.3.1 if Supplier becomes insolvent or files a petition under the Bankruptcy Act; or 9.3.2 if Supplier sells its business; or 9.3.3 if Supplier breaches any of the terms of this Agreement. 9.4 All OCSD property in the possession or control of Supplier shall be returned by Supplier to OCSD upon demand, or at the termination of this Agreement, whichever occurs first. 10. Indemnification and Hold Harmless Supplier 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 Suppliers services under this Agreement, or by its subcontractor or by anyone directly or indirectly employed by Supplier, and Orange County Sanitation District 3 of 8 Specification No. C-2017-853BD N1415 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, Supplier 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 Supplier's performance under this Agreement, and/or (b) 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 Supplier of or anyone employed by or working under Supplier. To the maximum extent permitted by law, Supplier's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Supplier agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. 11. Insurance Supplier 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 (attached hereto and incorporated herein by reference as Exhibit "C"). Supplier shall not commence work under this Agreement until all required insurance is obtained in a form acceptable to OCSD, nor shall Supplier allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Agreement. 12. Equipment Loss OCSD will be responsible for any loss or damage to Supplier-owned equipment, when OCSD determines OCSD is at fault, and will reimburse Supplier for such loss or damage upon receipt of invoices, less a deduction for any amount determined to be the fault of Supplier. 13. Conflict of Interest and Reporting Supplier shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Agreement. 14. Supplier's Relationship to OCSD Supplier's relationship to OCSD in the performance of this Agreement is that of an independent contractor. The personnel performing services under this Agreement shall, at all times, be under Supplier's exclusive direction and control, and shall be employees of Supplier and not employees of OCSD. Supplier shall pay all wages, salaries and other amounts due its employees in connection with this Agreement, and shall be responsible for all legal reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, worker's compensation and similar matters. 15. Safety and Accident Prevention 15.1 General: In addition to the requirements set forth in Exhibit "A", Supplier shall meet with personnel from OCSD'S Risk Management Division to review safety and accident prevention policies and procedures prior to its initial delivery. All subcontractors should be present at this meeting. Supplier is responsible to inform all subcontractors of the items discussed at this meeting. This meeting shall occur within five (5)working days of the effective date of the Notice to Proceed. Supplier and all their employees and subcontractors, shall adhere to all applicable Orange County Sanitation District 4 of 8 Specification No. C-2017-853BD N1415 OCSD Safety Standards, as well as Safety Policy SOP-607, Hazard Communication and SOP- 102, PPE and Human Resources Policies found at: OCSD.com, "Document Central", under the heading "About Us". OCSD's Safety Standards and Human Resource Policies are hereby incorporated by reference as though fully set forth herein in Exhibit"D". 16. Drug-Free Workplace All employees of Supplier who will perform work under this Agreement must adhere to the California Drug-Free Workplace Act, Government Code Sections 8350 through 8357. 17. Assianments Neither this Agreement nor any interest herein or any claim hereunder may be assigned by Supplier either voluntarily or by operation of law, nor may all or substantially all of this Agreement be further subcontracted by Supplier without the prior written consent of OCSD. 18. Attorney's Fees If any action at law or in equity 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. 19. Permits. Ordinances and Requisitions Any and all fees required by Federal, State, County, City and/or local laws, codes and/or tariffs that pertain to work performed under the terms of this Agreement shall be paid by Supplier. Fees demanded for obtaining certificates, including associated inspection fees and expenses of regulatory body inspectors shall be paid by Supplier. 20. Training Certification When required by regulation, certificates of training shall be maintained on-site for the duration of the activity that requires an employee of Supplier to be certified. Certificates shall be current. Lack of certificates when required will be cause for removal of offending personnel from the site, termination of the Agreement, or both. 21. Compliance With Law Supplier warrants that under the performance of this Agreement, it shall comply with all applicable Federal, State and local laws, and all lawful orders rules and regulations thereunder. In connection with the execution of this Agreement, Supplier shall not discriminate against employees or an applicant for employment because of race, religion, color, sex or national origin. Supplier shall take affirmative action to ensure that applicants are employed and employees are treated during their employment without regard to their race, religion, color, sex or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; lay-off or termination; rate of pay,or other forms of compensation; and selection for training, including apprenticeship. 22. Disputes 22.1 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. Pending final resolution of a dispute hereunder, Supplier shall proceed diligently with the performance of this Agreement and in accordance with OCSD'S decision. 22.2 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 mediatorto facilitate the resolution of the dispute. Orange County Sanitation District 5 of 8 Specification No. C-2017-853BD N1415 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. 22.3 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of Agreement, each Party shall select an arbitrator, and those two (2) arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The 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. 23. Right to Review Services. Facilities. and Records 23.1 OCSD reserves the right to review any portion of the services performed by Supplier under this Agreement, and Supplier agrees to cooperate to the fullest extent possible. Supplier shall furnish to OCSD such reports, statistical data, and other information pertaining to Supplier'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 bond and other obligations. 23.2 The right of OCSD to review or approve drawings, specifications, procedures, instructions, reports, test results, calculations, schedules, or other data that are developed by Supplier shall not relieve Supplier of any obligation set forth herein. 24. Incorporated Documents 24.1 In the event of any conflict or inconsistency between the provisions of this Agreement and any of the provisions of the other incorporated documents, the provisions of this Agreement shall in all respects govern and control. 25. Severability Any provision of this Agreement which is found to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, and the invalidity or unenforceability of such provision shall not affect the validity or enforceability of the remaining provisions hereof. 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. 27. Breach Any breach by Supplier to which OCSD does not object shall not operate as a waiver of OCSD to seek remedies available to it for any subsequent breach. Orange County Sanitation District 6 of 8 Specification No. C-2017-853BD N1415 26. Public Contracts Law OCSD is subject to the provisions listed in the prevailing wage determination made by the Director of Industrial Relations pursuant to California Labor Code part 7, Chapter 1, Article 2, Sections 1770, 1773 and 1773.1. It is agreed that all provisions of law applicable to public contracts are part of this Agreement to the same extent as though set forth herein and will be complied with by Supplier. Supplier shall not pay less than the prevailing wage. 29. South Coast Air Quality Management District's (SCAQMD) Requirements It is Supplier's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All contract work practices, which may have associated emissions shall comply with the appropriate rules and regulations of the SCAQMD. 30. Performance Time is of the essence in the performance of the provisions hereof. 31. Familiarity with Work liy executing this Agreement, Supplier 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 Supplier 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 Supplier's risk, until written instructions are received from OCSD. 32. Damage to OCSD'S Property Any OCSD property damaged by Supplier,any subcontractor,or by the personnel of either will be subject to repair or replacement by Supplier at no cost to OCSD. 33. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than OCSD and Supplier. 34. 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. 35. Read and Understood lay signing this Agreement, Supplier represents that it has read and understood the terms and conditions of the Agreement. 36. Entire Agreement This Agreement 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 7 of 8 Specification No. C-2017-853BD N1415 37. Notices All notices under this Agreement must be in writing. Written notice shall be 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. All notices shall be effective when first received at the following addresses: OCSD: Michelle Hadaway Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708 Supplier: JCI Jones Chemicals, Inc. 1401 Del Amo Blvd. Torrance, CA 90501 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Agreement to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Manager JCI JONES CHEMICALS, INC. Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 8 of 8 Specification No. C-2017-853BD N1415 EXHIBIT A TECHNICAL SPECIFICATIONS PURCHASE OF SODIUM HYPOCHLORITE - NaOCI (BLEACH) SOLUTION SPECIFICATION NO. C-2017-853BD 1. Summary - The product supplied shall be Sodium Hypochlorite. The technical specifications are as follows: A. General Requirements: The bleach (Sodium Hypochlorite, NaOCI) shall be liquid, shall be in accordance with AW WA standard B300-10, and shall be meet the following specifications: Parameter Specification Sodium hypochlorite, weight by weight, % 12.5-15.0 Specific gravity -1.19 Free alkalinity as NaOH by weight, % 0.2 minimum, 1.0 maximum Appearance Clear yellowish-green liquid Available Chlorine, weight by weight , % 11.9-14.3 B. Purity Requirements: The sodium hypochlorite shall not exceed the following concentrations of impurities: Parameter Maximum Allowable Value Iron, 1 2 Copper, ppm 0.1 Nickel, ppm 0.1 Manganese, ppm 0.1 Insoluble, by weight, % 0.15 Suspended solids quality test using vacuum < 3 filtration for 1 liter, with 0.8 um filter paper, 20 mm H . minutes Product Reauirements - Orange County Sanitation District (OCSD) does not guarantee any minimum or maximum usage of solution, but it is estimated that the annual usage at Plant 1 and 2 will be 460,000 and 670,000 gallons, respectively for a total of 1,130,000 gallons.The quantity mentioned is an estimate only. Supplier must be able to demonstrate they can provide 1,130,000 gallons of bleach in one year and can deliver daily. Deliveries will be limited to a maximum of 5,000 gallons per load and allow for the load quantity to be split for smaller, 4,000 gallon storage tanks. Multiple truckloads may be required at both plants on any given day. Every truckload will be split typically amongst 2 or 3 storage tanks. Supplier must include all charges associated with the contract including deliveries to multiple chemical tanks and fuel surcharge in the unit price per gallon and/or freight per gallon as submitted in the Bid. Chemical shall conform to the requirements of AWWA B300-10. The product supplied shall be of new manufacture and shall not be a reconstituted, reclaimed, or spent product. OCSD will conduct routine analyses of delivered chemical. The supplier shall provide EXHIBIT A 1 of 2 Specification No. C-2017-853BD quarterly a sample report analysis which will include constituents listed under 1.A. General Requirements and 1.B. Purity Requirements for OCSD, additional analysis maybe required upon request by OCSD. The chemical must meet minimum specification of bleach at the time of delivery. OCSD reserves the right to reject a load if the concentration of that batch is not within the specified range of Sodium hypochlorite, weight by weight 12.5% - 15%. Repeated deviations of the product from the specifications of more than two times per calendar month may be used as grounds for terminating the Contract. 2. Delivery of Bleach - Scheduled deliveries will be made seven days a week from 7:00 a.m. to 4:00 p.m. Under normal conditions, OCSD will provide a two-day notification, except in emergency situations whereby a twenty-four (24) hour notice for delivery is required. A delivery statement shall accompany all shipments and state delivered weight, delivered gallons, specific gravity of the product being shipped and percent Sodium Hypochlorite of the delivered solution. A separate certificate of analysis will accompany each load with the percent Sodium Hypochlorite and specific gravity. Supplier must verify delivery connections type and size for the storage tanks. OCSD's plant gates are equipped with intercoms for the purpose of announcing arrivals. Please follow instructions- DO NOT BLOW HORNS. Please reference Chemical Delivery Unloading Procedures, Attachment"A-2". 3. Spill Response Plan - Supplier shall have and maintain an effective spill response plan for in plant spills and in-route spills to minimize environmental impacts. Said plan must be forwarded in writing to OCSD within thirty days of the date of the Notice to Proceed, before meeting with OCSD's Safety Division, and before chemical is delivered. Supplier must be able to demonstrate drivers have been properly trained if OCSD requests records. 4. Safe — Orange County Sanitation Districts requires hard hats,safety glasses and safety shoes be worn on the plant premises. Drivers shall comply with OCSD safety policies while on the plant process sites.Safety equipment shall be provided by Supplier. Chemical safety goggles are required when working in designated areas. Face shields may also be required to be worn when working around pressured chemical systems at connections, disconnections, adjustments and observations. It is the responsibility of Supplier to inform the delivery truck drivers of this obligation and train them in these requirements. Drivers must review the safety shower and eye wash locations prior to off-loading chemicals. Lack of safety equipment or failure to use safety equipment will be cause for resection of the product and/or termination of the Contract. A meeting with personnel from OCSD's Safety and Emergency Response Department will be required before start of work under this Contract. EXHIBIT A 2 of 2 Specification No. C-2017-853BD Exhibit B Orange County Sanitation District Peg.t Purchase of Sodium Hypochlonte—NaOCI(Bleach)Solution(C2017-8538O),bidding on May 16,2017 2:00 PM Primed 0511612017 Bid Results 3 Bid Results Bidder Details Vendor Name JCI Jones Chemicals,Inc. Address 1401 Del Amo Blvd 1401 Del Amo Blvd Torrance,CA 90501 United States Responsve Colleen DUBose Respondent Title Sales Coordinator Phone 310-523-1629 EA. Email cduboseQcIchem.ccm Vendor Type Bid Detail Bid Format Electronic Submitted May 15.2017 2:26:40 PM(Padfic) Delivery Method JCI Tanker Tmcks/2 Days ARO Bid Responsive Did Status Submitted Confirmation 9 105806 Ranking 0 Respondee Comment Buyer Comment Attachments File Title File Name File Type Exhibit C and G OCSD Exhibit C and G.pdf General Attachment Line Items Discount Terms nodiscount Type Item Code UOM city Unit price Line Total Discount Comment Total cost for estimated 1,130,000 Gallons usage(Sodium Hypochlorito—NeOCI(Bleach)Solution),delivered(F.O.B. Destination),excluding applicable Sales Tax 1 Product Cost-Unit Price per Gallon (Excluding Applicable Sales Tax) Gallon 1130000 $0.5100 5576,300.0000 $576.300.0000 $0.51 Gal Delivered 2 Freight Cost(Delivered-F.O.B.Destination)Per Gallon Gallon 1130000 0 0 0 Subtotal $576.300.0000 $576,300.0000 Torsi 1576,300.0000 $576,300.0000 Plan.tSids.Inc. Orange County Sanitation District(OCSD) 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 Phone (714) 962-2411 Fax (714) 593-7784 ACKNOWLEDGMENT OF INSURANCE REQUIREMENTS` A CE FICATION OF ABILITY TO P OVIDE AND MAINTAIN COVERAGES SPECIFIED 1, /M �S , the es� Coos-f- V Pre4,d,l T J (President,Secretary, Manager, Owner or Representative) of J _Tv 5 CIfCA/IICa15 , certify that the Specifications and (Name of Company, Corporation or Owner) General Provision regardi nce requirements as stated below, for the Purchase Contract designated Specification No. 2401 — insura�")�]� . have been read and understood and that our fine, as bidder on this project, is ble to provide and maintain the coverage as specified below. If the awarded bidder fails to Provide Said cov a this shall be sufficient cause for contract termination. Failure to maintain said coverage shall result in temli 'on o_f the ard-ed/bidders contract. �✓ Dater (Signature of Prebident Owner or Authorized Company Representative) Return the signed Acknowledgement to the Buyer handling the bid/RFP. INSURANCE REQUIREMENTS 'WE STRONGLY RECOMMEND THIS SHEET BE GIVEN TO YOUR INSURANCE AGENTIBROKER IMMEDIATELY TO ENSURE YOUR FIRM CAN COMPLY WITH OUR REQUIREMENTS IN THE EVENT YOUR FIRM IS AWARDED THE CONTRACT Once you have been awarded the contract please provide us with a certificate of insurance and supporting endorsements as described below. The actual endorsements(see Proof of Coverage below for specific form numbers)must be provided-a statement on an insurance certificate will not be accepted in lieu of the actual endorsement We prefer to receive original electronic documents in PDF format via a-mall to rkleinmanfa)ocsd.com. Only if you cannot send electronic carts and endorsements will we accept hard copies sent to Randall Kleinman,Orange County Sanitation District,Div.260,10844 Ellis Avenue,Fountain Valley,CA 92708. Faxed copies are not considered original documents;your insurance is not considered in compliance until all originals are received. 1. WORKER'S COMPENSATION INSURANCE: The Vendor shall provide such Workers Compensation Insurance as required by the Labor Code of the State of California, including Employers Liability Insurance with a minimum limit of$1,000,000.00. Such Workers Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of OCSO. A statement on an Insurance certificate will not be accepted in lieu of the actual endorsements unless your Insurance carrier is State of California Insurance Fund(SCIF and the endorsement numbers 2570 and 2066 are referenced on the certificate of insurance. 2. GENERAL LIABILITY INSURANCE: The Vendor shall maintain during the life of this contract,including the period of warranty,Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage:$5.0 million per occurrence with$5.0 million aggregate or$5.0 million per occunencelaggregate separate for this contract. 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 cross liability and severability,of interest dauses.A statement on an insurance certificate will not be accepted in lieu of the actual additional Insured endomement(s). If requested by OCSD and applicable,XCU coverage(Explosion, Collapse and Underground) ReV.032217,k Level III ChenucarHazaMous Including POW.Uab9ily Willi Agreement This Affidavit To Be Fully Executed Nan-Collusion Affidavit State Of �t �IrurrlrcZ ) Ss. County Of -b s Awi e5 ) lm Zo5S Beinq Firpt Duly She Sworn, Deposes And Says That He G Is t rP3 Of TC� Sow5 CWMI':4-S'TNC . The Party Making The Bid, That The Bid Is Not Made In The Interest Of, Or On Behalf Of, Any Undisclosed Person, Partnership, Company, Association, Organization, Or Corporation; That The Bid Is Genuine And Not Collusive Or Sham; That The Bidder Has Not Directly Or Indirectly Induced Or Solicited Any Other Bidder To Put In A False Or Sham Bidder, And Has Not Directly Or Indirectly Colluded, Conspired, Connived, Or Agreed With Any Bidder Or Anyone Else To Put In A Sham Bid, Or That Anyone Shall Refrain From Submitting A Bid; That The Bidder Has Not In Any Manner, Directly Or Indirectly,Sought By Agreement, Communication, Or Conference With Anyone To Fix The Bid Price Of The Bidder Or Any Other Bidder, Or To Fix Any Overhead, Profit, Or Cost Element Of The Bid Price, Or Of That Of Any Other Bid, Or To Secure Any Advantage Against The Public Body Awarding The Contract Of Anyone Interested In The Proposed Contract; That All Statements Contained In The Bid Are True; And, Further, That The Bidder Has Not, Directly Or Indirectly, Submitted His Or Her Bid Price Or Any Breakdown Thereof, Or The Contents Thereof, Or Divulged Information Or Data Relative Thereto, Or Paid, And Will Not Pay Any Fee To Any Corporation, Partnership, Company Association, Organization, Bid Depository, Or To Any Member Or Agent Thereof To Effectuate A Collusive Or Sham Bid. I Declare Under Penalty Of Perjury Under a Laws Of The State Of California That The Foregoing Is True And Correct 1, Signature Of. President, Secretary, Manager, Owner Or Representative Subscribed And Sworn To Before Me This , Day Of 20-L-7 Signature Of Notary P blic In And For caiee uueasE "°rco ss H' The County Of , ins.Hceuscauxrr cm.n. ..pmnrss.mn State Of All Signatures Must Be Witnessed By Notary EXHIBIT G Specification No. C-2017-853BD OPERATIONS COMMITTEE Meeting Date To6d.of Dir. 07/05/17 07/26/17 AGENDA REPORT I em Number Item Number 6 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: REPAIR & REFURBISHMENT OF TWO CENTRAL GENERATION ELECTRICAL GENERATORS, SPECIFICATION NO. S-2017-85OBD GENERAL MANAGER'S RECOMMENDATION A. Approve a Service Contract to R.A. Reed Electric Company, the lowest responsive and responsible bidder, for Repair & Refurbishment of two Central Generation Electrical Generators, Specification No. S-2017-85013D, for an amount not to exceed $424,538.62; and B. Approve a contingency of$84,908 (20%). BACKGROUND Orange County Sanitation District (Sanitation District) operates eight Central Generation (CenGen) generators, between both treatment plants, that meet approximately two-thirds of our electric demand and most of our heating demand. Sanitation District staff conducts routine maintenance of the electrical generators; however, refurbishment and repairs are contracted due to specialized service and equipment requirements. RELEVANT STANDARDS • Protection of Orange County Sanitation District assets • Consider life-cycle costs in all decisions • Use all practical and effective means for recovering energy • 24/7/365 treatment plant reliability PROBLEM The CenGen Electrical Generator No. 2 at Plant No. 2 is oftline due to winding failure and requires repairs to restore it to service. In addition to the repairs, Generator No. 2 will also be refurbished. The remaining seven CenGen electrical generators are fully operational, but are reaching 125,000 hours of service and should be refurbished to ensure continued reliable operation. Page 1 of 3 PROPOSED SOLUTION Contract with R.A. Reed Electric Company to repair and refurbish CenGen Generator No. 2 at Plant No. 2, and refurbish a second CenGen Generator at Plant No. 2. Staff will develop a separate contract to refurbish the remaining six CenGen Generators over a two to three-year period. TIMING CONCERNS Timely refurbishment of the CenGen generators is required to reduce the risk of failure. RAMIFICATIONS OF NOT TAKING ACTION Increased use of the generators without conducting these refurbishments will lead to electrical failure resulting in costly repairs and increased purchased power costs, especially during the summer peak power season. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION This contract was competitively bid with three prospective bidders attending the mandatory job walk with two bids being received by the Sanitation District. The information on the two bidders is listed below. Staff recommends that R.A. Reed Electric Company be awarded the CenGen repair and refurbishment contract as the lowest responsive and responsible bidder. Bidder Total Cost R.A. Reed Electric Company $424,538.62 Integrated Power Services $494,068 A 20% contingency is requested for this effort due to the likelihood of potentially unforeseen repair requirements that may be discovered during the refurbishments. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the Division 870/880 budgets (Line item:Repairs and Maintenance; Section 6, pages 92 and 96). Project contingency funds will be used for this agreement. Page 2 of 3 Date of Approval Contract Amount Contingency 0 712 612 01 7 $424,538.62 $94,908 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package and attachments: • Service Contract Page 3 of 3 SERVICE CONTRACT Repair and Refurbishment of CenGen Electrical Generators Specification No. S-2017-85OBD 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 R.A. Reed Electric Company with a principal place of business at 5503 South Boyle Avenue, Los Angeles, CA 90058, (hereinafter referred to as"Contractor") collectively referred to as the "Parties". WITNESSETH WHEREAS, OCSD desires to retain the services of Contractor for repair and refurbishment of CenGen Electrical Generators No. 2 & 3 at Plant No. 2 "Services"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-47; and WHEREAS, on July 26, 2017, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and Contractor. The Terms and Conditions herein exclusively govern the purchase of Services as described in the Scope of Work, attached hereto and incorporated herein by reference as Exhibit "A", 1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Exhibits to this Contract are as follows in order of precedence: Exhibit"A" Scope of Work(including Addendum No. 1 issued on May 18, 2017) Exhibit"B" Bid from Contractor Exhibit "C" Acknowledgement of Insurance Requirements Exhibit "D" OCSD Safety Standards Exhibit"E-J" Not Used Exhibit X' Performance Bond Exhibit"L" Labor and Material Bond 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. Orange County Sanitation District 1 of 10 Specification No. S-2017-85OBD 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 affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, President's Day, Memorial Day, Independence Day, Labor Day,Veterans Day,Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 The term "work days", when used in this Contract, shall be as defined herein. Unless otherwise noted in Exhibit A, Scope of Work, the awarded Contractor will schedule work through OCSD's Project Manager. Contractor will not come on site unannounced. All work shall be scheduled Monday through Thursday, between 0600 and 1630 hours (Addendum No. 1 issued May 18, 2017). OCSD will not pay travel time. Refer to Exhibit"A"for the project schedule. 1.9 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.10 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses,or action incurred or undertaken by Contractor as a result of work performed in anticipation of purchases of said services by OCSD. 2. Compensation Compensation to be paid by OCSD to Contractor for Services under this Contract for a firm fixed price not to exceed the total amount of Four Hundred Twenty-Four Thousand Five Hundred Thirty-Eight and 62100 Dollars ($424,538.62). 3. California Department of Industrial Relations (DOReaistration and Record of Wanes 3.1 To the extent Contractor's employees and/or its subcontractors who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, Contractor and its subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. 3.2 The Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. 3.3 Pursuant to Labor Code Section 1776, the Contractor and its subcontractors shall furnish a copy of all certified payroll records to OCSD and/or general public upon request, provided the public request is made through OCSD, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. Orange County Sanitation District 2 of 10 Specification No. S-2017-8508D 3.4 The Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). 4. Payments Payments shall be made on a lump sum basis per completion of each item as defined in Exhibit"B" and upon approval by OCSD Project Manager, or his designee, of invoices submitted for Services as described in Exhibit "A". OCSD, at its sole discretion, shall be the determining party as to whether the work and deliverables listed below have been satisfactorily completed. 5. Invoices 5.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Invoices shall include the Purchase Order Number. 5.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaff(a)OCSD.com and reference the following in the subject line: 'INVOICE", the Purchase Order number, the Project Manager, and Specification No. S-2017-85013D. 6. Audit Rights Contractor agrees that, during the term of this Contract and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 7. Scone of Work Subject to the terms of this Contract, Contractor shall perform the Services attached hereto and incorporated herein Exhibit "A". Contractor shall perform said Services in accordance with generally accepted industry and professional standards. 8. Modifications to Scone of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. 9. Contract Term The Services provided under this Contract shall be completed within eighteen (18)weeks from the effective date of the Notice to Proceed. 10. Renewals N/A 11. Termination 11.1 OCSD reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon receipt of a termination notice, Contractor shall immediately discontinue all work under this Contract(unless the notice directs otherwise). OCSD shall thereafter, within thirty(30) days, pay Contractor for work performed (cost and fee) to the date of termination. Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Contractor other than for work performed to the date of termination. Orange County Sanitation District 3 of 10 Specification No. S-2017-8508D 11.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Contractor is not meeting specification requirements, if the level of service is inadequate, or any other default of this Contract. 11.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written notice to Contractor: • if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or • if Contractor sells its business; or • if Contractor breaches any of the terms of this Contract; or • if total amount of compensation exceeds the amount authorized under this Contract. 11.4 All OCSD property in the possession or control of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 12. Insurance Contractor and all subcontractors shall purchase and maintain,throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. 13. Bonds Contractor shall, before entering upon the performance of this Contract, furnish bonds (attached hereto in Exhibits "K" and "L") 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 California admitted surety insurance and must be maintained throughout the life of the project and during the warranty period. 14. Indemnification and Hold Harmless Provision Contractor shall assume all responsibility for damages to property and/or injuries to persons,including accidental death,which may arise out of or be caused by Contractor's services under this Contract, or by its subcontractor or by anyone directly or indirectly employed by Contractor, and whether such damage or injury shall accrue or be discovered before or after the termination of the Contract. Except as to the sole active negligence of or willful misconduct of OCSD, Contractor shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys' fees: (a) for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with Contractor's performance under the Contract, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process, or any patented or unpatented invention, article or appliance, furnished or used under the Contract, and/or(c) on account of any goods and services provided under this Contract. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Contractor of or anyone employed by or working under Contractor. To the maximum extent permitted by law, Contractor's Orange County Sanitation District 4 of 10 Specification No. S-2017-85OBD duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless,or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Contractor agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. 15. 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, as well as Safety Policy SOP-102, PPE; SOP-605 LOTO; and SOP-205, Electrical Safety found at: OCSD.com, "Document Central", under the heading "About Us". OCSD's Safety Standards and Human Resource Policies are hereby incorporated by reference as though fully set forth herein in Exhibit"D". 16. Warranties In addition to the Warranties stated in Exhibit"A", the following shall apply: 16.1 Manufacturer's standard warranty shall apply. All manufacturer warranties will begin at date of completion of this Contract. 16.2 Contractor's warranty: The Contractor agrees to perform all Work under this Contract in accordance with the Contract Documents. The Contractor guarantees for a period of at least one (1)year from the date of Acceptance of the Test Run as defined in Exhibit"A"that the completed work is free from all defects due to faulty materials, equipment or workmanship and that it shall promptly make whatever adjustments or corrections which may be necessary to cure any defects, including repairs of any damage to other parts of the system resulting from such defects at its sole expense. OCSD shall promptly give notice to the Contractor of observed defects. In the event that the Contractor fails to make adjustments, repairs, corrections or other work made necessary by such defects, OCSD may do so and charge the Contractor the cost incurred. The Contractors warranty shall continue as to any corrected deficiency until the later of(1)the remainder of the original one- year warranty period; or (2) one year after acceptance by OCSD of the corrected work. The Performance Bond and the Payment Bond shall remain in full force and effect through the warranty period. The Contractor's obligations under this clause are in addition to the Contractors other express or implied assurances under this Contract, including but not limited to specific manufacturer,or state law and in no way, diminish any other rights that OCSD may have against the Contractor for faulty materials, equipment, or Work. 17. Performance Time is of the essence in the performance of this Contract and the provisions hereof. Orange County Sanitation District 5 of 10 Specification No. S-2017-850BD 18. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 19. Freight(F.O.B. Destination) Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 20. 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. 21. Reaulatory Reauirements Contractor shall perform all work under this Contract in strict conformance with applicable federal, state, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. 22. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Contract will be paid by Contractor. 23. 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. 24. Contractor's Employees Compensation 24.1 Davis-Bacon Act— Not Used 24.2 General Prevailing Rate — OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which the work is to be performed for each craft or type of work needed to execute this Contract, and copies of the same are on file in the office of the engineer of OCSD. The Contractor agrees that not less than said prevailing rates shall be paid to workers employed on this Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 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. 24.3 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 Orange County Sanitation District 6 of 10 Specification No. S-2017-85OBD 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. 24.4 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. 24.5 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 referenced above. Contractor shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at seq.) of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of twenty five dollars ($25.00)for each worker employed in the execution of this Contract by Contractor or any subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one calendar day and forty (40) hours in any one week in violation of said Article. Contractor shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by Contractor in connection with the project. 24.6 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 Apprenticeship Standards and shall comply with all of the provisions of Labor Code Section 1776, in general. Penalties for non-compliance with the requirements of Section 1776 may be deducted from project payments per the requirements of Section 1776. 25. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 26. Govemina 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. Orange County Sanitation District 7 of 10 Specification No. S-2017-850BD 27. 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. 28. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute goods or Services for those due from Contractor. In the event OCSD elects to"cover' as described in (3), OCSD shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods or Services and the Contract price,together with any incidental or consequential damages. 29. Dispute Resolution 29.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement,through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 29.2 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 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. 30. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 31. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 32. 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, Orange County Sanitation District 8 of 10 Specification No. S-2017-8508D 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. 33. Damage to OCSD's Pronertv 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. 34. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. 35. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Contractor an OCSD employee. During the performance of this Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 36. Limitations upon Subcontractina and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 37. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 38. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Contractor or to its successor, or for breach of any obligation for the terms of this Contract. 39. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 40. 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. 41. 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 9 of 10 Specification No. S-2017-850BD 42. 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 for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Michelle Hadaway Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 CONTRACTOR: R.A. Reed Electric Company 5503 S. Boyle Ave. Los Angeles, CA 90058 Each party shall provide the other party written notice of any change in address as soon as practicable. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Manager R.A. REED ELECTRIC COMPANY Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 10 of 10 Specification No. S-2017-85OBD OPERATIONS COMMITTEE Meeting Date Ta Bd.of Dir. 07/05/17 07/26/17 AGENDA REPORT emNumber IemNumber 7 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: STORMWATER MASTER PLAN - PROJECT NO. PS16-01 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Services Agreement with Michael Baker International, Inc. to provide engineering services for the Stormwater Master Plan, Project No. PS16-01, for an amount not to exceed $715,300; and B. Approve a contingency of$71,530 (10%). BACKGROUND The Orange County Sanitation District (Sanitation District) is authorized to discharge under a National Pollutant Discharge Elimination System (NPDES) permit issued by the Santa Ana Regional Water Quality Control Board and United States Environmental Protection Agency. The NPDES permit has limitations on discharge requirements, monitoring and reporting requirements, and other provisions to ensure that the discharge does not harm water quality or public health. The NPDES permit requires all stormwater flows that fall within the Sanitation District facilities be captured and treated before being discharged to the Pacific Ocean. The NPDES permit also requires the Sanitation District to develop and manage an on-site stormwater program. The 2005 Stormwater Master Plan identified recommendations related to policy and regulatory requirements, design criteria, and development of a stormwater diversion implementation plan. The 2005 Stormwater Master Plan considered Sanitation District Plant Nos. 1 and 2 facilities, but did not consider off-site pump stations. Since 2005, multiple large-scale projects have demolished old structures and built new treatment facilities, radically affecting the footprint and the drainage areas at both plants. RELEVANT STANDARDS • Meet discharge permit 24/7/365 • 1, 5, 20 year planning horizons • CA Government Code Section 4526: Select the "best qualified firm'and "negotiate fair and equitable fees" Page 1 of 5 PROBLEM The existing stormwater policies, procedures, and practices of the Sanitation District are outdated and need to be revised and further developed to be in alignment with the current NPDES permit requirements. The numerous physical changes to the plant facilities require a re-evaluation of drainage and collection facilities to avoid the potential for off-site runoff. In addition, all pump station facilities need to be evaluated to ensure all stormwater flows are captured and treated without leaving the sites. PROPOSED SOLUTION The Stormwater Master Plan, Project No. PS16-01, will update the 2005 Stormwater Master Plan to ensure compliance with current regulations. Consultant scope includes development of stormwater management documents, revision of Sanitation District's design standards, assessment of the capacity of stormwater drainage and collection facilities in off-site pump stations and within the treatment plants, and recommendations for improvements to ensure that facilities can handle the design peak flows. TIMING CONCERNS The Sanitation District is required to stay current with changing regulations. The results of this work will be incorporated in upcoming design projects to ensure the Sanitation District complies with its NPDES permit requirements. RAMIFICATIONS OF NOT TAKING ACTION Potential for non-compliance with the NPDES permit requirements for stormwater management. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Consultant Selection: The Sanitation District requested and advertised for proposals for Stormwater Master Plan, Project No. PS16-01, on December 8, 2016. The following evaluation criteria was described in the Request for Proposals and used to determine the most qualified Consultant. CRITERION WEIGHT Project Understanding and Approach 40% Related Project Experience 25% Project Team and Staff Qualifications 35% Page 2 d 5 Four proposals were received on February 22, 2017 and evaluated in accordance with the evaluation process set forth in Sanitation District Board of Directors' Purchasing Ordinance No. OCSD47 (Purchasing Ordinance), by a pre-selected Evaluation Team consisting of the following Sanitation District staff. Brian Bingman Engineering Supervisor— Construction Lisa Frigo Environmental Supervisor— Laboratory and Ocean Monitoring Victoria Pilko CIP Project Manager— Project Management Office Ted Vitko Engineer— Planning The Evaluation Team also included two non-voting representatives from the Contracts Administration Division and one non-voting technical advisor from Sanitation District staff. Following scoring by the Evaluation Team, two Consultants were shortlisted for interviews conducted on March 29, 2017. Following the interviews, each member of the Evaluation Team ranked the Consultants based on both the proposals and interviews using the evaluation criteria and weighting described above. Based on the ranking shown below, Michael Baker International, Inc. (Michael Baker) was selected as the most qualified Consultant. Michael Baker Brown &Caldwell International, Inc. Evaluator 1 1M 2nd Evaluator 2 1' 2nd Evaluator 3 1" 2nd Evaluator 1a 2nd Overall Ranking 1" 2nd Michael Baker was ranked highest by the Evaluation Committee based on all three criterion. Michael Baker proposed a highly-qualified team that includes California and national experts on stormwater compliance for Construction and Industrial permits. This team is composed of members who served as the state panel experts and continue as state level committee consultants in updating requirements. Michael Baker demonstrated the best understanding and approach to the Scope of Work. The proposed team members have successfully performed similar projects for other agencies and the Pump Station Stormwater Compliance Audit for the Sanitation District. Review of Fee Proposal and Negotiations: Proposals were accompanied by sealed fee proposals. In accordance with the Purchasing Ordinance, the fee proposal of only the highest-ranked firm was opened after approval by the Director of Engineering of the Evaluation Committee's recommendation. Staff conducted negotiations with Michael Baker to clarify the requirements of the Scope of Work, the assumptions used for the estimated level of effort, and the proposed Page 3 d 5 approach to meet the goals and objectives for the project. A total of three meetings were held on April 6, 2017, April 11, 2017, and April 13, 2017. The purpose of these meetings was to establish an understanding of the Scope of Work, discuss the assumptions used to produce the level of effort, and to find efficiencies in the interaction between the Sanitation District and Michael Baker. A key element of fee and hours reduction was due to Michael Baker's current work with the Sanitation District on the Pump Station Stormwater Compliance Audit Project and 2017 Facilities Master Plan. When a clear understanding of the scope of this project was established, it was evident there is some overlap with these projects and the Stormwater Master Plan. The Sanitation District will be able to provide Michael Baker with some of the background information that was assumed would be gathered during this project, including pump station site visits field notes and condition assessment reports. Original Fee Negotiated Proposal Fee Total Hours 5,069 4,526 Total Fee $805,748 $715,300 The Consultant's billing rate has been substantiated. The contract profit is 9.72%, which is based on an established formula based on the Sanitation District's standard design agreements. The Consultant's fringe and overhead costs were verified by obtaining a copy of a recent audit report prepared by Burkett, Burkett & Burkett, Certified Public Accountants, P.A. Based on the above, staff has determined that the final negotiated fee is fair and reasonable for the level of effort required for this project and recommends award of the Professional Services Agreement to Michael Baker. CEQA The proposed Stormwater Master Plan is a compliance planning tool for possible future actions, which does not commit the Sanitation District to implement any specific project. The proposed Stormwater Master Plan will analyze and make recommendations regarding potential stormwater improvements that may be needed to ensure that the Sanitation District continues to meet regulatory requirements and certification needs. The Stormwater Master Plan will therefore take environmental factors into account. The Sanitation District, as lead agency, has therefore determined that the preparation of the proposed Stormwater Master Plan is exempt from CEQA pursuant to CEQA Guidelines Section 15262 (Feasibility and Planning Studies). FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. Budget for Project No. PS16-01, Stormwater Master Plan, is included in the Master Planning Studies for Fiscal Years 2016-17 and 2017-18 (Line item: Section 8, Page 78). Page 4 d 5 Date of Approval Contract Amount Continency 07/26/2017 $715,300 $71,530 ATTACHMENT The following attachments) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: Professional Services Agreement VP:sa:gc Page 5 of 5 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 26' day of July 2017, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT', and Michael Baker International, Inc., for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT'. The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a consultant for Stormwater Master Plan, Project No. PS16-01, to provide professional services and provide services for This project will develop an up to date Stormwater Master Plan for Plant No. 1, Plant No. 2, and Collection Pump Stations, and evaluate hydraulic capacity needs including assessment of the stormwater regulatory background and analysis of stormwater flows; and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on July 26, 2017, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this AGREEMENT. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 1 of 21 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 highest industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all comments, suggestions, and recommendations from the SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. Any CADD drawings, figures, and other work produced by CONSULTANT and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CADD work from any other non-standard CADD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and require advance written approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of 30 calendar days during which the SANITATION DISTRICT shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANTITATION DISTRICT. E. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 2 of 21 released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that (a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, or(b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Seven Hundred Fifteen Thousand Three Hundred Dollars ($715,300). 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%. PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 3 of 21 Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment "E" - Fee Proposal. E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment "E" - Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per Attachment"J"— Minor Subconsultant Hourly Rate Schedule and as specified in the Scope of Work. The SANITATION DISTRICT shall pay to 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. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications in scope of work resulting from field investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to attachment "D"Allowable Direct Costs for payment information. PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 4 of 21 H. Reimbursable Direct Costs The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment "D" - Allowable Direct Costs to this Agreement. The reimbursement of the above mentioned expenses will be based on an "accountable plan' as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at htti)://www.gsa.gov/portal/category/l 04711#. The CONSULTANT shall be responsible for the most economical and practical means or management of reimbursable costs inclusive but not limited to travel, lodging and meals arrangements. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem' as deemed the most practical. CONSULTANT shall be responsible for returning to the SANITATION DISTRICT any excess reimbursements after the reimbursement has been paid by the SANITATION DISTRICT. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize personal vehicle for local travel. Lodging —Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel meals reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 5 of 21 Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment "D" - Allowable Direct Costs of this Agreement. I. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed seventy-fiver percent (75%) of the not-to- exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the Total Compensation, provided that the Total Compensation is not increased. 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to the SANITATION DISTRICT. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to Section 12 Audit Provisions. B. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 2 hereof no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period "total percent invoiced to date", 3) future activities, 4) previous billing period "total invoiced to date", 5) potential items that are not included in the Scope of Work, 6) concerns and possible delays, 7) percentage of PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 6 of 21 completion to date, and 8) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount. If the SANITATION DISTRICT determines that the work under this AGREEMENT or any specified project element hereunder, is incomplete and that the amount of payment is in excess of'. i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element, The SANITATION DISTRICT may, at the discretion of the Director of Engineering, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for the Project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 - COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project- element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this AGREEMENT, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work based on the monthly statements, including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this AGREEMENT for such work, or prior settlement upon termination of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 7 of 21 F. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c) conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or(e) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES A. To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees and/or Subconsultants who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non- compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 8 of 21 C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to SANITATION DISTRICT and/or general public upon request, provided the public request is made through SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(3). 7. DOCUMENT OWNERSHIP — CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or AGREEMENT, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 9 of 21 SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below "B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: 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 contractor's liability, personal and advertising injury, mobile equipment, owners and contractor's 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 PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 10 of 21 hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Workers Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF' and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Two Million Dollars ($2,000,000) with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made' basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail' coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 11 of 21 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 ACORD Form 25 (5/2010) or equivalent. Insurance • 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 (Auto Liability) the 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 PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 12 of 21 (5/2010) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 13 of 21 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. 9. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. 10. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 11. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 14 of 21 performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 12. AUDIT PROVISIONS. A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their 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. 13. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of the SANITATION DISTRICT. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 15 of 21 termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 14. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Michelle Hadaway, Senior Contracts Administrator Copy: Victoria Pilko, Project Manager CONSULTANT: Michael Baker International, Inc. 14725 Alton Parkway Irvine, CA 92618-2027 Representative: John McCarthy or Dave Mercier All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 15. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Paragraph 14 - NOTICES. 16. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 16 of 21 CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by the SANITATION DISTRICT. 17. COMPLIANCE CONSULTANT certifies by the execution of this AGREEMENT that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 18. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. 19. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 17 of 21 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. PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 18 of 21 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, as applicable, all of which may be amended from time to time. 25. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the AGREEMENT is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the AGREEMENT is otherwise terminated or expires in accordance with the terms of the AGREEMENT, the SANITATION DISTRICT shall give the Consultant written notice that the AGREEMENT will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the AGREEMENT within thirty (30) days of receipt of notice of AGREEMENT closeout. Upon receipt of CONSULTANT'S submittals, the SANITATION DISTRICT shall commence a closeout audit of the AGREEMENT and will either: I. Give the CONSULTANT a final AGREEMENT Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT'S cost. PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 19 of 21 CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the AGREEMENT Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final AGREEMENT acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the AGREEMENT which expressly or by their nature extend beyond and survive final AGREEMENT Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or agreement with, the CONSULTANT's request for final Agreement Acceptance. 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 20 of 21 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By Board of Directors Date By Clerk of the Board Date Michael Baker International, Inc. By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment"A"—Scope of Work Attachment"B"—Labor Hour Matrix Attachment"C"—NOT USED Attachment"D"—Allowable Direct Costs Attachment"E"—Fee Proposal Attachment"F"— NOT USED Attachment"G"—Cost Matrix and Summary Attachment"H"— NOT USED Attachment"I"—NOT USED Attachment"J"—Minor Subconsultant Hourly Rate Schedule Attachment"K"—OCSD Safety Standards MH:ms PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 21 of 21 OPERATIONS COMMITTEE Meeting Date TOBd.of Dir. 07/05/17 07/26/17 AGENDA REPORT IternNamber Item Number B Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: CEQA PLAN 2017— MASTER CONTRACT NO. CEQA PLAN2017-00 GENERAL MANAGER'S RECOMMENDATION A. Approve annual Professional Services Agreements with HDR Engineering, Inc.; Michael Baker International; Helix Environmental Planning, Inc.; ESA; AECOM; and LSA; Master Contract No. CEQA PLAN2017-00,with a maximum annual fiscal year contract limitation not to exceed $400,000 for each Professional Services Agreement; and B. Approve two additional one-year optional extensions. BACKGROUND The California Environmental Quality Act (CEQA) requires public agencies to participate in an environmental review process for all projects that are defined as a discretionary action with potential physical effects on the environment. The Orange County Sanitation District (Sanitation District) currently has over 100 active projects and new projects are frequently initiated to maintain reliable sewer conveyance and treatment at its two wastewater treatment plants. The Sanitation District Ordinance No. OCSD-47 (Purchasing Ordinance) allows the Sanitation District to compile prequalified lists of fines to support engineering projects. The Purchasing Ordinance also allows the Professional Services Agreement to be extended for up to two additional, one-year periods following the original term of one year. The Purchasing Ordinance delegates authority to the General Manager and Director of Engineering to solicit proposals for services to support engineering projects through individual task orders up to $200,000. A Request for Qualifications (RFQ)was developed and publicly advertised, and a notice was sent to all of the firms listed in the Sanitation District's purchasing database. The Sanitation District received 10 Statements of Qualifications in response to the RFQ to support CEQA related services. Staff recommends approval of Professional Services Agreements with the six highest-ranked firms to provide CEQA services on an as-needed basis through task order authorization for a period of one year, with two additional one-year optional extensions. RELEVANT STANDARDS Meet CEQA and NEPA standards Page 1 of 3 PROBLEM While new major capital projects will typically include a CEQA evaluation prior to design, a scope change later in the design process may require a reassessment, which could delay the project schedule. In addition, smaller, more urgent repair or modification projects arise, which also require CEQA evaluation. PROPOSED SOLUTION Retaining a pre-qualified list of firms to provide CEQA services will enable the Sanitation District to more quickly address environmental reviews. TIMING CONCERNS These agreements will shorten the time required to procure services for CEQA-related task orders and maintain project schedules, and react more quickly to smaller repairs. RAMIFICATIONS OF NOT TAKING ACTION Without this prequalified pool of consultants for CEQA work, the Sanitation District would need to request proposals for each task order, which would take additional time and resources. ADDITIONAL INFORMATION Consultant Selection: The Sanitation District requested and advertised for proposals for CEQA Plan 2017, Master Contract No. CEQA PLAN2017-00, on March 16, 2017. The following evaluation criteria were described in the RFQ and used to determine the most qualified Consultant. CRITERION Value Relevant Project Experience 30 points Staff Qualifications 30 points Execution of Work 30 points Public Works 10 points Ten proposals were received on April 18, 2017 and evaluated in accordance with the evaluation process set forth in the Purchasing Ordinance, by a preselected Evaluation Team consisting of the following Sanitation District staff: Daisy Covarrubias Senior Staff Analyst Carla Dillon Engineering Supervisor Dean Fisher Engineering Manager Kevin Hadden Principal Staff Analyst Kathy Millea Engineering Manager Page 2 of 3 The Evaluation Team also included two non-voting representatives from the Contracts Administration Division and one non-voting technical advisor from the Sanitation District staff. Each member of the Evaluation Team scored the Consultants based on the proposals using the evaluation criterion above. Based on the scores shown below, HDR Engineering, Inc.; Michael Baker International; Helix Environmental Planning, Inc.; ESA; AECOM; and LSA were selected as the most qualified Consultants. Proposer TOTAL POINTS RANKING HDR Engineering, Inc. 448 1 Michael Baker International 438 2 HELIX Environmental Planning, Inc 433 3 ESA 426 4 AECOM 423 5 LSA 421 6 DUDEK 401 7 ECORP Consultin Inc. 368 8 Chambers Grou 356 9 Infrastructure Engineering Corporation (IEC) 335 10 The selected firms demonstrated the most relevant CEQA experience with public works projects, qualified staff, and the ability to successfully execute work. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted and will be charged to individual projects. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: Professional Services Agreements CD:sa:gc Page 3 of 3 PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is made and entered into, to be effective this July 26, 2017 by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "SANITATION DISTRICT" AND HDR ENGINEERING, INC. hereinafter referred to as "CONSULTANT" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the SANITATION DISTRICT in accordance with Ordinance No. OCSD47, by action on July 26, 2017 approved the award of a Professional Services Agreement("AGREEMENT") for CONTRACT NO. CEQA PLAN2017-01, to CONSULTANT to provide services for selected projects on a Task Order basis, from to ; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary CEQA and related services; and, WHEREAS, the parties intend by this AGREEMENT to set forth the general terms and conditions that will apply to any specific project for which CONSULTANT is given a Task Order by the SANITATION DISTRICT. NOW, THEREFORE, the SANITATION DISTRICT and the CONSULTANT mutually agree as follows: SECTION 1. SCOPE OF AGREEMENT The SANITATION DISTRICT, at its sole discretion, may, from time to time during the term of this AGREEMENT, issue a Request for Task Order Proposal ("RFTOP")setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal from the CONSULTANT, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the CONSULTANT's Proposal, and the Task Order shall upon execution by the SANITATION DISTRICT, be attached hereto and become an operative part of this AGREEMENT. Should any conflict or inconsistency exist in the contract documents identified in this Section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 at)the terms of this AGREEMENT and any amendments thereto; (2nd)the provisions of the RFTOP; (3rd)the provisions of any written Task Orders, which may be issued from time to time. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.01 HDR ENGINEERING, INC. Page 1 of 17 SECTION 2. TASK ORDER ISSUANCE BY SANITATION DISTRICT The directive Task Order issued by the SANITATION DISTRICT, shall specifically, or by reference to the RFTOP and corresponding Proposal, set forth the specific detailed terms of this AGREEMENT that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, scope, time for performance and compensation. SECTION 3. TERM This AGREEMENT shall commence on the effective date of this AGREEMENT, and terminate on unless further extended by written agreement by the SANITATION DISTRICT and CONSULTANT. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the CONSULTANT, and the terms and conditions of this AGREEMENT shall continue in effect for that time. The SANITATION DISTRICT has the option to renew this AGREEMENT twice, each with a one year term, for a maximim contract duration of three (3)years total. SECTION 4. COMPENSATION The total compensation, payable to the CONSULTANT pursuant to this AGREEMENT, shall not exceed four hundred thousand dollars ($400,000) per year in accordance with the term described in Section 3 -TERM. The compensation includes, but is not limited to, fees for professional services (based on individual burdened labor rates and Subconsultant fees), overhead, and profit. The specific amount of compensation payable to the CONSULTANT for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed two hundred thousand dollars ($200,000) per individual Task Order unless authorized by the SANITATION DISTRICT's Board of Directors. CONSULTANT agrees and acknowledges that the execution of this AGREEMENT does not in any way guarantee that a Task Order will be issued to CONSULTANT. Moreover, execution of this AGREEMENT shall not entitle CONSULTANT to any form of payment or compensation from the SANITATION DISTRICT without the SANITATION DISTRICT first having issued a written Task Order. A. Task Order Pricing The subsections below describe the cost elements to be used in developing the price of the written Task Orders. 1) Hourly Labor Rate Schedule The services by the CONSULTANT, pursuant to each project Task Order, shall be billed to the SANITATION DISTRICT at the hourly rate ranges for each class of employee to be used, set forth in an Attachment"K"— Hourly Labor Rate Schedule, to be provided by the SANITATION DISTRICT prior to award of Agreement and incorporated herein. Hourly Labor Rates shall consist of the: Burdened Salary Rate consisting of the hourly salary rate, plus benefits for each employee or labor category specified in Attachment"K" paid by CONSULTANT and its Subconsultants to their employees. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01 HDR ENGINEERING, INC. Page 2 of 17 Direct Salary rates for CONSULTANT and its Subconsultants may be adjusted annually on by mutual agreement of the Parties. Escalation of the salary rate will be in accordance with CPI of LA-Orange County Index. This rate is determined by the U.S. Department of Labor Statistics, Consumer Price Index— Los Angeles/Orange County Metropolitan Area. Burden rates for CONSULTANT and its Subconsultants shall remain fixed through the term of this AGREEMENT, inclusive of renewals identified in Section 3 -TERM. Overhead Rate consisting of a verified or negotiated percentage specified in Attachment"K" and applied to the Burdened Salary Rate for CONSULTANT and its Subconsultants. The Overhead Rates of CONSULTANT and its Subconsultants shall remain fixed through the term of this AGREEMENT inclusive of any renewals identified in Section 3-TERM. Profit, expressed as a percentage, shall be applied to each Burdened Salary Rate and applied Overhead Rate. Profit shall be included in the Hourly Labor Rates specified in Attachment W'. Profit shall remain fixed through the term of this AGREEMENT, inclusive of any renewals identified in Section 3-TERM. 2) Direct Costs The SANITATION DISTRICT shall reimburse CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel, licenses, and other services in accordance with Attachment "D"—Allowable Direct Costs, as may be specified in each Task Order proposal. The SANITATION DISTRICT shall not pay markup on such Direct Costs, Equipment rentals, leases, purchases and other direct costs not agreed to and specified in the Task Order proposal may only be reimbursed by the SANITATION DISTRICT with its prior written approval. The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this Section and further described in Attachment"D"—Allowable Direct Costs to this AGREEMENT. The reimbursement of the above mentioned expenses will be based on an "accountable plan" as considered by the Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by the IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at htto://www.gsa.goy/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem". CONSULTANT shall return to the SANITATION DISTRICT any excess reimbursements. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in writing, at least fifteen (15)days in advance. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.01 HDR ENGINEERING, INC. Page 3 of 17 Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT general geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize a personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by the IRS shall be utilized for travel meal reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"—Allowable Direct Costs of this AGREEMENT. All incidental expenses shall be included in the Overhead Rate pursuant to Subsection A.1) Hourly Labor Rate Schedule above. 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. 3) Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications in scope of work resulting from Feld investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment"D"— Allowable Direct Costs for payment information. 4) Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Task Order Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Task Order, including any 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 of a Task Order is a material breach of this AGREEMENT. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.01 HDR ENGINEERING, INC. Page 4 of 17 B. Additional Work: For extra work not a part of this AGREEMENT, written authorization from the SANITATION DISTRICT is required prior to the CONSULTANT undertaking any extra work. C. Method of Payment: The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly invoices based on the total services which have been satisfactorily completed and specifying a percentage of completion. The CONSULTANT's billings shall be certified for payment by the SANITATION DISTRICT only after the SANITATION DISTRICT has determined that the CONSULTANT has completed each applicable project task. CONSULTANT shall submit separate invoices for each Task Order on a monthly basis. CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT PROVISIONS. D. Task Order Completion Upon satisfactory completion of the work performed under each Task Order, and prior to final payment under each Task Order 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. E. False Claims Pursuant to the California False Claims Act (Government Code Sections 12650-12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or (a) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.01 HDR ENGINEERING, INC. Page 5 of 17 F. California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the CONSULTANT's employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section1776 may be deducted from progress payments per Section 1776. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to the SANITATION DISTRICT and/or general public upon request, provided the public request is made through the SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the DIR. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). G. Record of Expenses: The CONSULTANT shall keep complete and accurate records of all costs and expenses incidental to services covered by this AGREEMENT. These records will be made available to the SANITATION DISTRICT upon request. H. Reallocation of Total Compensation: The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation payable under the Task Order, provided that the total compensation for the Task Order is not increased. SECTIONS. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT The CONSULTANT shall not contract with any other person or entity to perform the services required without the written approval of the SANITATION DISTRICT. This AGREEMENT may not be assigned voluntarily, or by operation of law, without the prior written approval of the SANITATION DISTRICT. If the CONSULTANT is permitted to subcontract any part of this AGREEMENT by the SANITATION DISTRICT, the CONSULTANT shall be responsible to the SANITATION DISTRICT for the acts and omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this AGREEMENT shall create any contractual relationship between any subcontractor and the SANITATION DISTRICT. All persons engaged in the work will be considered employees of the CONSULTANT. The SANITATION DISTRICT will deal directly with and will make all payments to the CONSULTANT. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01 HDR ENGINEERING, INC. Page 6 of 17 SECTION 6. CHANGES TO SCOPE OF WORK In the event of a change in the Scope of Work as requested by the SANITATION DISTRICT, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. SECTION 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE A. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or AGREEMENT, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. C. Copies of Work Product Upon completion of the work required for each Task Order, the CONSULTANT shall deliver to the SANITATION DISTRICT the number of copies specified in the specific Task Order Scope of Work of the final report containing the CONSULTANT's findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. SECTION 8. INSURANCE A. General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VI11, 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 PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.01 HDR ENGINEERING, INC. Page 7 of 17 to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liability: The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this AGREEMENT), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground)and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability: The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive Vehicle Liability Insurance: The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000)or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.01 HDR ENGINEERING, INC. Page 8 of 17 E. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by SANITATION DISTRICT. F. 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. G. 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 ads 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.01 HDR ENGINEERING, INC. Page 9 of 17 H. 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 (Auto Liability) the SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2570 or equivalent I. Cancellation Notice: Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30) days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010)shall state the required thirty (30)days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30)days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, and shall be received by the SANITATION DISTRICT not less than thirty(30) days prior to the effective date of the 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01 HDR ENGINEERING, INC. Page 10 of 17 J. 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. K. Separation of Insured: All liability policies shall contain a "Separation of Insureds"clause. L. 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. M. 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. N. 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. O. 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. P. Limits Are Minimums: If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. SECTION 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01 HDR ENGINEERING, INC. Page 11 of 17 CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 4- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. SECTION 10. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this AGREEMENT, requires the services of a registered engineer, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. SECTION 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. SECTION 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants , agents or employees of the SANITATION DISTRICT and PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.01 HDR ENGINEERING, INC. Page 12 of 17 shall obtain no rights to any benefits which accrue to the SANITATION DISTRICT's employees. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. SECTION 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. Notice shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Michelle Hadaway, Senior Contracts Administrator Copy: Carla Dillon, Project Manager Notice shall be mailed to CONSULTANT at: HDR ENGINEERING, INC. 3230 El Camino Suite 200 Irvine, CA 92602 Attention: Betty Dehoney, CEP, PMP, ENV SP All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. SECTION 14. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty(30)days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Section 13- NOTICES. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.01 HDR ENGINEERING, INC. Page 13 of 17 SECTION 15. 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. The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations of federal, state and local government in all aspects related to this Agreement and any work completed for the SANITATION DISTRICT. SECTION 16. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. SECTION 17. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. SECTION 18. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this AGREEMENT, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. SECTION 19. 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 defciency(ies). SECTION 20. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of the SANITATION DISTRICTS officers, directors, employees, CONSULTANT's, and agents (collectively the"Indemnified Parties"), from and PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01 HDR ENGINEERING, INC. Page 14 of 17 against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including without limitation, attorney's fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim", collectively, "Claims")which may arise, pertain to, or relate 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. SECTION 21. 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 PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.01 HDR ENGINEERING, INC. Page 15 of 17 event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such Claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which may be amended from time to time. SECTION 23. 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. SECTION 24. TIME OF ESSENCE Time is of the essence in the performance of this AGREEMENT. SECTION 25. CONFLICT OF INTEREST The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this AGREEMENT. No person having such interest shall be employed by or associated with the CONSULTANT. SECTION 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.01 HDR ENGINEERING, INC. Page 16 of 17 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT, as of the day and year first above written. CONSULTANT: HDR ENGINEERING, INC. By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Gregory C. Sebourn, PLS Date Chair, Board of Directors By Kelly Lore Date Clerk of the Board Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment"A" Scope of Work Attachment"B" Not Used Attachment"C" Not Attached Attachment"D" Allowable Direct Costs Attachment"E" Not Used Attachment"F" Not Attached Attachment"G" Not Attached Attachment"H" Not Used Attachment"I" Not Used Attachment"J" Not Attached Attachment X' Hourly Labor Rate Schedule Attachment"L"—OCSD Safety Standards PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.01 HDR ENGINEERING, INC. Page 17 of 17 PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is made and entered into, to be effective this July 26, 2017 by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "SANITATION DISTRICT" AND MICHAEL BAKER INTERNATIONAL, INC. hereinafter referred to as "CONSULTANT" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the SANITATION DISTRICT in accordance with Ordinance No. OCSD47, by action on July 26, 2017 approved the award of a Professional Services Agreement("AGREEMENT") for CONTRACT NO. CEQA PLAN2017-02, to CONSULTANT to provide services for selected projects on a Task Order basis, from to ; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary CEQA and related services; and, WHEREAS, the parties intend by this AGREEMENT to set forth the general terms and conditions that will apply to any specific project for which CONSULTANT is given a Task Order by the SANITATION DISTRICT. NOW, THEREFORE, the SANITATION DISTRICT and the CONSULTANT mutually agree as follows: SECTION 1. SCOPE OF AGREEMENT The SANITATION DISTRICT, at its sole discretion, may, from time to time during the term of this AGREEMENT, issue a Request for Task Order Proposal ("RFTOP")setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal from the CONSULTANT, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the CONSULTANT's Proposal, and the Task Order shall upon execution by the SANITATION DISTRICT, be attached hereto and become an operative part of this AGREEMENT. Should any conflict or inconsistency exist in the contract documents identified in this Section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 at)the terms of this AGREEMENT and any amendments thereto; (2nd)the provisions of the RFTOP; (3rd)the provisions of any written Task Orders, which may be issued from time to time. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.02 MICHAEL BAKER INTERNATIONAL, INC. Page 1 of 17 SECTION 2. TASK ORDER ISSUANCE BY SANITATION DISTRICT The directive Task Order issued by the SANITATION DISTRICT, shall specifically, or by reference to the RFTOP and corresponding Proposal, set forth the specific detailed terms of this AGREEMENT that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, scope, time for performance and compensation. SECTION 3. TERM This AGREEMENT shall commence on the effective date of this AGREEMENT, and terminate on unless further extended by written agreement by the SANITATION DISTRICT and CONSULTANT. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the CONSULTANT, and the terms and conditions of this AGREEMENT shall continue in effect for that time. The SANITATION DISTRICT has the option to renew this AGREEMENT twice, each with a one year term, for a maximim contract duration of three (3)years total. SECTION 4. COMPENSATION The total compensation, payable to the CONSULTANT pursuant to this AGREEMENT, shall not exceed four hundred thousand dollars ($400,000) per year in accordance with the term described in Section 3 -TERM. The compensation includes, but is not limited to, fees for professional services (based on individual burdened labor rates and Subconsultant fees), overhead, and profit. The specific amount of compensation payable to the CONSULTANT for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed two hundred thousand dollars ($200,000) per individual Task Order unless authorized by the SANITATION DISTRICT's Board of Directors. CONSULTANT agrees and acknowledges that the execution of this AGREEMENT does not in any way guarantee that a Task Order will be issued to CONSULTANT. Moreover, execution of this AGREEMENT shall not entitle CONSULTANT to any form of payment or compensation from the SANITATION DISTRICT without the SANITATION DISTRICT first having issued a written Task Order. A. Task Order Pricing The subsections below describe the cost elements to be used in developing the price of the written Task Orders. 1) Hourly Labor Rate Schedule The services by the CONSULTANT, pursuant to each project Task Order, shall be billed to the SANITATION DISTRICT at the hourly rate ranges for each class of employee to be used, set forth in an Attachment"K"— Hourly Labor Rate Schedule, to be provided by the SANITATION DISTRICT prior to award of Agreement and incorporated herein. Hourly Labor Rates shall consist of the: Burdened Salary Rate consisting of the hourly salary rate, plus benefits for each employee or labor category specified in Attachment"K" paid by CONSULTANT and its Subconsultants to their employees. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02 MICHAEL BAKER INTERNATIONAL, INC. Page 2 of 17 Direct Salary rates for CONSULTANT and its Subconsultants may be adjusted annually on by mutual agreement of the Parties. Escalation of the salary rate will be in accordance with CPI of LA-Orange County Index. This rate is determined by the U.S. Department of Labor Statistics, Consumer Price Index— Los Angeles/Orange County Metropolitan Area. Burden rates for CONSULTANT and its Subconsultants shall remain fixed through the term of this AGREEMENT, inclusive of renewals identified in Section 3 -TERM. Overhead Rate consisting of a verified or negotiated percentage specified in Attachment"K" and applied to the Burdened Salary Rate for CONSULTANT and its Subconsultants. The Overhead Rates of CONSULTANT and its Subconsultants shall remain fixed through the term of this AGREEMENT inclusive of any renewals identified in Section 3-TERM. Profit, expressed as a percentage, shall be applied to each Burdened Salary Rate and applied Overhead Rate. Profit shall be included in the Hourly Labor Rates specified in Attachment W'. Profit shall remain fixed through the term of this AGREEMENT, inclusive of any renewals identified in Section 3-TERM. 2) Direct Costs The SANITATION DISTRICT shall reimburse CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel, licenses, and other services in accordance with Attachment "D"—Allowable Direct Costs, as may be specified in each Task Order proposal. The SANITATION DISTRICT shall not pay markup on such Direct Costs, Equipment rentals, leases, purchases and other direct costs not agreed to and specified in the Task Order proposal may only be reimbursed by the SANITATION DISTRICT with its prior written approval. The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this Section and further described in Attachment"D"—Allowable Direct Costs to this AGREEMENT. The reimbursement of the above mentioned expenses will be based on an "accountable plan" as considered by the Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by the IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at htto://www.gsa.goy/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem". CONSULTANT shall return to the SANITATION DISTRICT any excess reimbursements. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in writing, at least fifteen (15)days in advance. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.02 MICHAEL BAKER INTERNATIONAL, INC. Page 3 of 17 Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT general geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize a personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by the IRS shall be utilized for travel meal reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"—Allowable Direct Costs of this AGREEMENT. All incidental expenses shall be included in the Overhead Rate pursuant to Subsection A.1) Hourly Labor Rate Schedule above. 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. 3) Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications in scope of work resulting from Feld investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment"D"— Allowable Direct Costs for payment information. 4) Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Task Order Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Task Order, including any 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 of a Task Order is a material breach of this AGREEMENT. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.02 MICHAEL BAKER INTERNATIONAL, INC. Page 4 of 17 B. Additional Work: For extra work not a part of this AGREEMENT, written authorization from the SANITATION DISTRICT is required prior to the CONSULTANT undertaking any extra work. C. Method of Payment: The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly invoices based on the total services which have been satisfactorily completed and specifying a percentage of completion. The CONSULTANT's billings shall be certified for payment by the SANITATION DISTRICT only after the SANITATION DISTRICT has determined that the CONSULTANT has completed each applicable project task. CONSULTANT shall submit separate invoices for each Task Order on a monthly basis. CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT PROVISIONS. D. Task Order Completion Upon satisfactory completion of the work performed under each Task Order, and prior to final payment under each Task Order 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. E. False Claims Pursuant to the California False Claims Act (Government Code Sections 12650-12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or (a) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.02 MICHAEL BAKER INTERNATIONAL, INC. Page 5 of 17 F. California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the CONSULTANT's employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section1776 may be deducted from progress payments per Section 1776. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to the SANITATION DISTRICT and/or general public upon request, provided the public request is made through the SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the DIR. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). G. Record of Expenses: The CONSULTANT shall keep complete and accurate records of all costs and expenses incidental to services covered by this AGREEMENT. These records will be made available to the SANITATION DISTRICT upon request. H. Reallocation of Total Compensation: The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation payable under the Task Order, provided that the total compensation for the Task Order is not increased. SECTIONS. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT The CONSULTANT shall not contract with any other person or entity to perform the services required without the written approval of the SANITATION DISTRICT. This AGREEMENT may not be assigned voluntarily, or by operation of law, without the prior written approval of the SANITATION DISTRICT. If the CONSULTANT is permitted to subcontract any part of this AGREEMENT by the SANITATION DISTRICT, the CONSULTANT shall be responsible to the SANITATION DISTRICT for the acts and omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this AGREEMENT shall create any contractual relationship between any subcontractor and the SANITATION DISTRICT. All persons engaged in the work will be considered employees of the CONSULTANT. The SANITATION DISTRICT will deal directly with and will make all payments to the CONSULTANT. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02 MICHAEL BAKER INTERNATIONAL, INC. Page 6 of 17 SECTION 6. CHANGES TO SCOPE OF WORK In the event of a change in the Scope of Work as requested by the SANITATION DISTRICT, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. SECTION 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE A. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or AGREEMENT, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. C. Copies of Work Product Upon completion of the work required for each Task Order, the CONSULTANT shall deliver to the SANITATION DISTRICT the number of copies specified in the specific Task Order Scope of Work of the final report containing the CONSULTANT's findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. SECTION 8. INSURANCE A. General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VI11, 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 PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02 MICHAEL BAKER INTERNATIONAL, INC. Page 7 of 17 to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liability: The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this AGREEMENT), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground)and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability: The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive Vehicle Liability Insurance: The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000)or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.02 MICHAEL BAKER INTERNATIONAL, INC. Page 8 of 17 E. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by SANITATION DISTRICT. F. 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. G. 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 ads 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.02 MICHAEL BAKER INTERNATIONAL, INC. Page 9 of 17 H. 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 (Auto Liability) the SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2570 or equivalent I. Cancellation Notice: Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30) days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010)shall state the required thirty (30)days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30)days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, and shall be received by the SANITATION DISTRICT not less than thirty(30) days prior to the effective date of the 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02 MICHAEL BAKER INTERNATIONAL, INC. Page 10 of 17 J. 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. K. Separation of Insured: All liability policies shall contain a "Separation of Insureds"clause. L. 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. M. 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. N. 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. O. 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. P. Limits Are Minimums: If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. SECTION 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.02 MICHAEL BAKER INTERNATIONAL, INC. Page 11 of 17 CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 4- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. SECTION 10. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this AGREEMENT, requires the services of a registered engineer, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. SECTION 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. SECTION 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants , agents or employees of the SANITATION DISTRICT and PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.02 MICHAEL BAKER INTERNATIONAL, INC. Page 12 of 17 shall obtain no rights to any benefits which accrue to the SANITATION DISTRICT's employees. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. SECTION 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. Notice shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Michelle Hadaway, Senior Contracts Administrator Copy: Carla Dillon, Project Manager Notice shall be mailed to CONSULTANT at: MICHAEL BAKER INTERNATIONAL, INC. 5 Hutton Centre Drive Suite 500 Santa Ana, CA 92707 Attention: Richard Beck, CEP, PAS, CPESC All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. SECTION 14. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty(30)days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Section 13- NOTICES. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.02 MICHAEL BAKER INTERNATIONAL, INC. Page 13 of 17 SECTION 15. 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. The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations of federal, state and local government in all aspects related to this Agreement and any work completed for the SANITATION DISTRICT. SECTION 16. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. SECTION 17. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. SECTION 18. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this AGREEMENT, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. SECTION 19. 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 defciency(ies). SECTION 20. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of the SANITATION DISTRICTS officers, directors, employees, CONSULTANT's, and agents (collectively the"Indemnified Parties"), from and PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02 MICHAEL BAKER INTERNATIONAL, INC. Page 14 of 17 against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including without limitation, attorney's fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim", collectively, "Claims")which may arise, pertain to, or relate 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. SECTION 21. 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 PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.02 MICHAEL BAKER INTERNATIONAL, INC. Page 15 of 17 event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such Claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which may be amended from time to time. SECTION 23. 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. SECTION 24. TIME OF ESSENCE Time is of the essence in the performance of this AGREEMENT. SECTION 25. CONFLICT OF INTEREST The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this AGREEMENT. No person having such interest shall be employed by or associated with the CONSULTANT. SECTION 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.02 MICHAEL BAKER INTERNATIONAL, INC. Page 16 of 17 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT, as of the day and year first above written. CONSULTANT: MICHAEL BAKER INTERNATIONAL, INC. By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Gregory C. Sebourn, PLS Date Chair, Board of Directors By Kelly Lore Date Clerk of the Board Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment"A" Scope of Work Attachment"B" Not Used Attachment"C" Not Attached Attachment"D" Allowable Direct Costs Attachment"E" Not Used Attachment"F" Not Attached Attachment"G" Not Attached Attachment"H" Not Used Attachment"I" Not Used Attachment"J" Not Attached Attachment X' Hourly Labor Rate Schedule Attachment"L"—OCSD Safety Standards PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.02 MICHAEL BAKER INTERNATIONAL, INC. Page 17 of 17 PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is made and entered into, to be effective this July 26, 2017 by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "SANITATION DISTRICT" AND HELIX ENVIRONMENTAL PLANNING, INC. hereinafter referred to as "CONSULTANT" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the SANITATION DISTRICT in accordance with Ordinance No. OCSD47, by action on July 26, 2017 approved the award of a Professional Services Agreement("AGREEMENT") for CONTRACT NO. CEQA PLAN2017-03, to CONSULTANT to provide services for selected projects on a Task Order basis, from to ; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary CEQA and related services; and, WHEREAS, the parties intend by this AGREEMENT to set forth the general terms and conditions that will apply to any specific project for which CONSULTANT is given a Task Order by the SANITATION DISTRICT. NOW, THEREFORE, the SANITATION DISTRICT and the CONSULTANT mutually agree as follows: SECTION 1. SCOPE OF AGREEMENT The SANITATION DISTRICT, at its sole discretion, may, from time to time during the term of this AGREEMENT, issue a Request for Task Order Proposal ("RFTOP")setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal from the CONSULTANT, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the CONSULTANT's Proposal, and the Task Order shall upon execution by the SANITATION DISTRICT, be attached hereto and become an operative part of this AGREEMENT. Should any conflict or inconsistency exist in the contract documents identified in this Section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 at)the terms of this AGREEMENT and any amendments thereto; (2nd)the provisions of the RFTOP; (3rd)the provisions of any written Task Orders, which may be issued from time to time. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 HELIX ENVIRONMENTAL PLANNING, INC. Page 1 of 17 SECTION 2. TASK ORDER ISSUANCE BY SANITATION DISTRICT The directive Task Order issued by the SANITATION DISTRICT, shall specifically, or by reference to the RFTOP and corresponding Proposal, set forth the specific detailed terms of this AGREEMENT that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, scope, time for performance and compensation. SECTION 3. TERM This AGREEMENT shall commence on the effective date of this AGREEMENT, and terminate on unless further extended by written agreement by the SANITATION DISTRICT and CONSULTANT. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the CONSULTANT, and the terms and conditions of this AGREEMENT shall continue in effect for that time. The SANITATION DISTRICT has the option to renew this AGREEMENT twice, each with a one year term, for a maximim contract duration of three (3)years total. SECTION 4. COMPENSATION The total compensation, payable to the CONSULTANT pursuant to this AGREEMENT, shall not exceed four hundred thousand dollars ($400,000) per year in accordance with the term described in Section 3 -TERM. The compensation includes, but is not limited to, fees for professional services (based on individual burdened labor rates and Subconsultant fees), overhead, and profit. The specific amount of compensation payable to the CONSULTANT for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed two hundred thousand dollars ($200,000) per individual Task Order unless authorized by the SANITATION DISTRICT's Board of Directors. CONSULTANT agrees and acknowledges that the execution of this AGREEMENT does not in any way guarantee that a Task Order will be issued to CONSULTANT. Moreover, execution of this AGREEMENT shall not entitle CONSULTANT to any form of payment or compensation from the SANITATION DISTRICT without the SANITATION DISTRICT first having issued a written Task Order. A. Task Order Pricing The subsections below describe the cost elements to be used in developing the price of the written Task Orders. 1) Hourly Labor Rate Schedule The services by the CONSULTANT, pursuant to each project Task Order, shall be billed to the SANITATION DISTRICT at the hourly rate ranges for each class of employee to be used, set forth in an Attachment"K"— Hourly Labor Rate Schedule, to be provided by the SANITATION DISTRICT prior to award of Agreement and incorporated herein. Hourly Labor Rates shall consist of the: Burdened Salary Rate consisting of the hourly salary rate, plus benefits for each employee or labor category specified in Attachment"K' paid by CONSULTANT and its Subconsultants to their employees. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.03 HELIX ENVIRONMENTAL PLANNING, INC. Page 2 of 17 Direct Salary rates for CONSULTANT and its Subconsultants may be adjusted annually on by mutual agreement of the Parties. Escalation of the salary rate will be in accordance with CPI of LA-Orange County Index. This rate is determined by the U.S. Department of Labor Statistics, Consumer Price Index— Los Angeles/Orange County Metropolitan Area. Burden rates for CONSULTANT and its Subconsultants shall remain fixed through the term of this AGREEMENT, inclusive of renewals identified in Section 3 -TERM. Overhead Rate consisting of a verified or negotiated percentage specified in Attachment"K' and applied to the Burdened Salary Rate for CONSULTANT and its Subconsultants. The Overhead Rates of CONSULTANT and its Subconsultants shall remain fixed through the term of this AGREEMENT inclusive of any renewals identified in Section 3-TERM. Profit, expressed as a percentage, shall be applied to each Burdened Salary Rate and applied Overhead Rate. Profit shall be included in the Hourly Labor Rates specified in Attachment W'. Profit shall remain fixed through the term of this AGREEMENT, inclusive of any renewals identified in Section 3-TERM. 2) Direct Costs The SANITATION DISTRICT shall reimburse CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel, licenses, and other services in accordance with Attachment "D"—Allowable Direct Costs, as may be specified in each Task Order proposal. The SANITATION DISTRICT shall not pay markup on such Direct Costs, Equipment rentals, leases, purchases and other direct costs not agreed to and specified in the Task Order proposal may only be reimbursed by the SANITATION DISTRICT with its prior written approval. The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this Section and further described in Attachment"D"—Allowable Direct Costs to this AGREEMENT. The reimbursement of the above mentioned expenses will be based on an "accountable plan" as considered by the Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by the IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at htto://www.gsa.goy/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem". CONSULTANT shall return to the SANITATION DISTRICT any excess reimbursements. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in writing, at least fifteen (15)days in advance. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 HELIX ENVIRONMENTAL PLANNING, INC. Page 3 of 17 Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT general geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize a personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by the IRS shall be utilized for travel meal reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"—Allowable Direct Costs of this AGREEMENT. All incidental expenses shall be included in the Overhead Rate pursuant to Subsection A.1) Hourly Labor Rate Schedule above. 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. 3) Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications in scope of work resulting from Feld investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment"D"— Allowable Direct Costs for payment information. 4) Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Task Order Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Task Order, including any 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 of a Task Order is a material breach of this AGREEMENT. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 HELIX ENVIRONMENTAL PLANNING, INC. Page 4 of 17 B. Additional Work: For extra work not a part of this AGREEMENT, written authorization from the SANITATION DISTRICT is required prior to the CONSULTANT undertaking any extra work. C. Method of Payment: The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly invoices based on the total services which have been satisfactorily completed and specifying a percentage of completion. The CONSULTANT's billings shall be certified for payment by the SANITATION DISTRICT only after the SANITATION DISTRICT has determined that the CONSULTANT has completed each applicable project task. CONSULTANT shall submit separate invoices for each Task Order on a monthly basis. CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT PROVISIONS. D. Task Order Completion Upon satisfactory completion of the work performed under each Task Order, and prior to final payment under each Task Order 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. E. False Claims Pursuant to the California False Claims Act (Government Code Sections 12650-12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or (a) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 HELIX ENVIRONMENTAL PLANNING, INC. Page 5 of 17 F. California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the CONSULTANT's employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section1776 may be deducted from progress payments per Section 1776. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to the SANITATION DISTRICT and/or general public upon request, provided the public request is made through the SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the DIR. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). G. Record of Expenses: The CONSULTANT shall keep complete and accurate records of all costs and expenses incidental to services covered by this AGREEMENT. These records will be made available to the SANITATION DISTRICT upon request. H. Reallocation of Total Compensation: The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation payable under the Task Order, provided that the total compensation for the Task Order is not increased. SECTIONS. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT The CONSULTANT shall not contract with any other person or entity to perform the services required without the written approval of the SANITATION DISTRICT. This AGREEMENT may not be assigned voluntarily, or by operation of law, without the prior written approval of the SANITATION DISTRICT. If the CONSULTANT is permitted to subcontract any part of this AGREEMENT by the SANITATION DISTRICT, the CONSULTANT shall be responsible to the SANITATION DISTRICT for the acts and omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this AGREEMENT shall create any contractual relationship between any subcontractor and the SANITATION DISTRICT. All persons engaged in the work will be considered employees of the CONSULTANT. The SANITATION DISTRICT will deal directly with and will make all payments to the CONSULTANT. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.03 HELIX ENVIRONMENTAL PLANNING, INC. Page 6 of 17 SECTION 6. CHANGES TO SCOPE OF WORK In the event of a change in the Scope of Work as requested by the SANITATION DISTRICT, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. SECTION 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE A. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or AGREEMENT, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. C. Copies of Work Product Upon completion of the work required for each Task Order, the CONSULTANT shall deliver to the SANITATION DISTRICT the number of copies specified in the specific Task Order Scope of Work of the final report containing the CONSULTANT's findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. SECTION 8. INSURANCE A. General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VI11, 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 PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.03 HELIX ENVIRONMENTAL PLANNING, INC. Page 7 of 17 to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liability: The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this AGREEMENT), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground)and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability: The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive Vehicle Liability Insurance: The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000)or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 HELIX ENVIRONMENTAL PLANNING, INC. Page 8 of 17 E. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by SANITATION DISTRICT. F. 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. G. 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 ads 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 HELIX ENVIRONMENTAL PLANNING, INC. Page 9 of 17 H. 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 (Auto Liability) the SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2570 or equivalent I. Cancellation Notice: Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30) days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010)shall state the required thirty (30)days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30)days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, and shall be received by the SANITATION DISTRICT not less than thirty(30) days prior to the effective date of the 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.03 HELIX ENVIRONMENTAL PLANNING, INC. Page 10 of 17 J. 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. K. Separation of Insured: All liability policies shall contain a "Separation of Insureds"clause. L. 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. M. 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. N. 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. O. 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. P. Limits Are Minimums: If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. SECTION 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 HELIX ENVIRONMENTAL PLANNING, INC. Page 11 of 17 CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 4- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. SECTION 10. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this AGREEMENT, requires the services of a registered engineer, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. SECTION 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. SECTION 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants , agents or employees of the SANITATION DISTRICT and PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 HELIX ENVIRONMENTAL PLANNING, INC. Page 12 of 17 shall obtain no rights to any benefits which accrue to the SANITATION DISTRICT's employees. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. SECTION 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. Notice shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Michelle Hadaway, Senior Contracts Administrator Copy: Carla Dillon, Project Manager Notice shall be mailed to CONSULTANT at: HELIX ENVIRONMENTAL PLANNING, INC. 7578 El Cajon Boulevard Suite 200 La Mesa, CA 91942 Attention: Michael Schwerin All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. SECTION 14. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty(30)days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Section 13- NOTICES. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 HELIX ENVIRONMENTAL PLANNING, INC. Page 13 of 17 SECTION 15. 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. The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations of federal, state and local government in all aspects related to this Agreement and any work completed for the SANITATION DISTRICT. SECTION 16. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. SECTION 17. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. SECTION 18. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this AGREEMENT, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. SECTION 19. 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 defciency(ies). SECTION 20. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of the SANITATION DISTRICTS officers, directors, employees, CONSULTANT's, and agents (collectively the"Indemnified Parties"), from and PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.03 HELIX ENVIRONMENTAL PLANNING, INC. Page 14 of 17 against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including without limitation, attorney's fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim", collectively, "Claims")which may arise, pertain to, or relate 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. SECTION 21. 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 PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 HELIX ENVIRONMENTAL PLANNING, INC. Page 15 of 17 event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such Claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which may be amended from time to time. SECTION 23. 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. SECTION 24. TIME OF ESSENCE Time is of the essence in the performance of this AGREEMENT. SECTION 25. CONFLICT OF INTEREST The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this AGREEMENT. No person having such interest shall be employed by or associated with the CONSULTANT. SECTION 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 HELIX ENVIRONMENTAL PLANNING, INC. Page 16 of 17 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT, as of the day and year first above written. CONSULTANT: HELIX ENVIRONMENTAL PLANNING, INC. By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Gregory C. Sebourn, PLS Date Chair, Board of Directors By Kelly Lore Date Clerk of the Board Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment"A" Scope of Work Attachment'B" Not Used Attachment"C' Not Attached Attachment"D" Allowable Direct Costs Attachment"E" Not Used Attachment"F" Not Attached Attachment"G" Not Attached Attachment"H" Not Used Attachment"I" Not Used Attachment"J" Not Attached Attachment"K" Hourly Labor Rate Schedule Attachment"L"—OCSD Safety Standards PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 HELIX ENVIRONMENTAL PLANNING, INC. Page 17 of 17 PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is made and entered into, to be effective this July 26, 2017 by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "SANITATION DISTRICT" AND ESA hereinafter referred to as "CONSULTANT" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the SANITATION DISTRICT in accordance with Ordinance No. OCSD47, by action on July 26, 2017 approved the award of a Professional Services Agreement("AGREEMENT") for CONTRACT NO. CEQA PLAN2017-04, to CONSULTANT to provide services for selected projects on a Task Order basis, from to ; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary CEQA and related services; and, WHEREAS, the parties intend by this AGREEMENT to set forth the general terms and conditions that will apply to any specific project for which CONSULTANT is given a Task Order by the SANITATION DISTRICT. NOW, THEREFORE, the SANITATION DISTRICT and the CONSULTANT mutually agree as follows: SECTION 1. SCOPE OF AGREEMENT The SANITATION DISTRICT, at its sole discretion, may, from time to time during the term of this AGREEMENT, issue a Request for Task Order Proposal ("RFTOP")setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal from the CONSULTANT, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the CONSULTANT's Proposal, and the Task Order shall upon execution by the SANITATION DISTRICT, be attached hereto and become an operative part of this AGREEMENT. Should any conflict or inconsistency exist in the contract documents identified in this Section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 at)the terms of this AGREEMENT and any amendments thereto; (2nd)the provisions of the RFTOP; (3rd)the provisions of any written Task Orders, which may be issued from time to time. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.04 ESA Page 1 of 17 SECTION 2. TASK ORDER ISSUANCE BY SANITATION DISTRICT The directive Task Order issued by the SANITATION DISTRICT, shall specifically, or by reference to the RFTOP and corresponding Proposal, set forth the specific detailed terms of this AGREEMENT that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, scope, time for performance and compensation. SECTION 3. TERM This AGREEMENT shall commence on the effective date of this AGREEMENT, and terminate on unless further extended by written agreement by the SANITATION DISTRICT and CONSULTANT. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the CONSULTANT, and the terms and conditions of this AGREEMENT shall continue in effect for that time. The SANITATION DISTRICT has the option to renew this AGREEMENT twice, each with a one year term, for a maximim contract duration of three (3)years total. SECTION 4. COMPENSATION The total compensation, payable to the CONSULTANT pursuant to this AGREEMENT, shall not exceed four hundred thousand dollars ($400,000) per year in accordance with the term described in Section 3 -TERM. The compensation includes, but is not limited to, fees for professional services (based on individual burdened labor rates and Subconsultant fees), overhead, and profit. The specific amount of compensation payable to the CONSULTANT for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed two hundred thousand dollars ($200,000) per individual Task Order unless authorized by the SANITATION DISTRICT's Board of Directors. CONSULTANT agrees and acknowledges that the execution of this AGREEMENT does not in any way guarantee that a Task Order will be issued to CONSULTANT. Moreover, execution of this AGREEMENT shall not entitle CONSULTANT to any form of payment or compensation from the SANITATION DISTRICT without the SANITATION DISTRICT first having issued a written Task Order. A. Task Order Pricing The subsections below describe the cost elements to be used in developing the price of the written Task Orders. 1) Hourly Labor Rate Schedule The services by the CONSULTANT, pursuant to each project Task Order, shall be billed to the SANITATION DISTRICT at the hourly rate ranges for each class of employee to be used, set forth in an Attachment"K"— Hourly Labor Rate Schedule, to be provided by the SANITATION DISTRICT prior to award of Agreement and incorporated herein. Hourly Labor Rates shall consist of the: Burdened Salary Rate consisting of the hourly salary rate, plus benefits for each employee or labor category specified in Attachment"K" paid by CONSULTANT and its Subconsultants to their employees. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 ESA Page 2 of 17 Direct Salary rates for CONSULTANT and its Subconsultants may be adjusted annually on by mutual agreement of the Parties. Escalation of the salary rate will be in accordance with CPI of LA-Orange County Index. This rate is determined by the U.S. Department of Labor Statistics, Consumer Price Index— Los Angeles/Orange County Metropolitan Area. Burden rates for CONSULTANT and its Subconsultants shall remain fixed through the term of this AGREEMENT, inclusive of renewals identified in Section 3 -TERM. Overhead Rate consisting of a verified or negotiated percentage specified in Attachment"K" and applied to the Burdened Salary Rate for CONSULTANT and its Subconsultants. The Overhead Rates of CONSULTANT and its Subconsultants shall remain fixed through the term of this AGREEMENT inclusive of any renewals identified in Section 3-TERM. Profit, expressed as a percentage, shall be applied to each Burdened Salary Rate and applied Overhead Rate. Profit shall be included in the Hourly Labor Rates specified in Attachment W'. Profit shall remain fixed through the term of this AGREEMENT, inclusive of any renewals identified in Section 3-TERM. 2) Direct Costs The SANITATION DISTRICT shall reimburse CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel, licenses, and other services in accordance with Attachment "D"—Allowable Direct Costs, as may be specified in each Task Order proposal. The SANITATION DISTRICT shall not pay markup on such Direct Costs, Equipment rentals, leases, purchases and other direct costs not agreed to and specified in the Task Order proposal may only be reimbursed by the SANITATION DISTRICT with its prior written approval. The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this Section and further described in Attachment"D"—Allowable Direct Costs to this AGREEMENT. The reimbursement of the above mentioned expenses will be based on an "accountable plan" as considered by the Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by the IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at htto://www.gsa.goy/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem". CONSULTANT shall return to the SANITATION DISTRICT any excess reimbursements. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in writing, at least fifteen (15)days in advance. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 ESA Page 3 of 17 Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT general geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize a personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by the IRS shall be utilized for travel meal reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"—Allowable Direct Costs of this AGREEMENT. All incidental expenses shall be included in the Overhead Rate pursuant to Subsection A.1) Hourly Labor Rate Schedule above. 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. 3) Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications in scope of work resulting from Feld investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment"D"— Allowable Direct Costs for payment information. 4) Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Task Order Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Task Order, including any 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 of a Task Order is a material breach of this AGREEMENT. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 ESA Page 4 of 17 B. Additional Work: For extra work not a part of this AGREEMENT, written authorization from the SANITATION DISTRICT is required prior to the CONSULTANT undertaking any extra work. C. Method of Payment: The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly invoices based on the total services which have been satisfactorily completed and specifying a percentage of completion. The CONSULTANT's billings shall be certified for payment by the SANITATION DISTRICT only after the SANITATION DISTRICT has determined that the CONSULTANT has completed each applicable project task. CONSULTANT shall submit separate invoices for each Task Order on a monthly basis. CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT PROVISIONS. D. Task Order Completion Upon satisfactory completion of the work performed under each Task Order, and prior to final payment under each Task Order 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. E. False Claims Pursuant to the California False Claims Act (Government Code Sections 12650-12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or (a) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 ESA Page 5 of 17 F. California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the CONSULTANT's employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section1776 may be deducted from progress payments per Section 1776. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to the SANITATION DISTRICT and/or general public upon request, provided the public request is made through the SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the DIR. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). G. Record of Expenses: The CONSULTANT shall keep complete and accurate records of all costs and expenses incidental to services covered by this AGREEMENT. These records will be made available to the SANITATION DISTRICT upon request. H. Reallocation of Total Compensation: The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation payable under the Task Order, provided that the total compensation for the Task Order is not increased. SECTIONS. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT The CONSULTANT shall not contract with any other person or entity to perform the services required without the written approval of the SANITATION DISTRICT. This AGREEMENT may not be assigned voluntarily, or by operation of law, without the prior written approval of the SANITATION DISTRICT. If the CONSULTANT is permitted to subcontract any part of this AGREEMENT by the SANITATION DISTRICT, the CONSULTANT shall be responsible to the SANITATION DISTRICT for the acts and omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this AGREEMENT shall create any contractual relationship between any subcontractor and the SANITATION DISTRICT. All persons engaged in the work will be considered employees of the CONSULTANT. The SANITATION DISTRICT will deal directly with and will make all payments to the CONSULTANT. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 ESA Page 6 of 17 SECTION 6. CHANGES TO SCOPE OF WORK In the event of a change in the Scope of Work as requested by the SANITATION DISTRICT, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. SECTION 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE A. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or AGREEMENT, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. C. Copies of Work Product Upon completion of the work required for each Task Order, the CONSULTANT shall deliver to the SANITATION DISTRICT the number of copies specified in the specific Task Order Scope of Work of the final report containing the CONSULTANT's findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. SECTION 8. INSURANCE A. General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VI11, 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 PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 ESA Page 7 of 17 to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liability: The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this AGREEMENT), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground)and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability: The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive Vehicle Liability Insurance: The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000)or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 ESA Page 8 of 17 E. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by SANITATION DISTRICT. F. 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. G. 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 ads 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 ESA Page 9 of 17 H. 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 (Auto Liability) the SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2570 or equivalent I. Cancellation Notice: Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30) days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010)shall state the required thirty (30)days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30)days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, and shall be received by the SANITATION DISTRICT not less than thirty(30) days prior to the effective date of the 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 ESA Page 10 of 17 J. 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. K. Separation of Insured: All liability policies shall contain a "Separation of Insureds"clause. L. 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. M. 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. N. 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. O. 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. P. Limits Are Minimums: If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. SECTION 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 ESA Page 11 of 17 CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 4- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. SECTION 10. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this AGREEMENT, requires the services of a registered engineer, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. SECTION 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. SECTION 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants , agents or employees of the SANITATION DISTRICT and PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 ESA Page 12 of 17 shall obtain no rights to any benefits which accrue to the SANITATION DISTRICT's employees. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. SECTION 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. Notice shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Michelle Hadaway, Senior Contracts Administrator Copy: Carla Dillon, Project Manager Notice shall be mailed to CONSULTANT at: ESA 2121 Alton Parkway Suite 100 Irvine, CA 92606 Attention: Tom Barnes All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. SECTION 14. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty(30)days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Section 13- NOTICES. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 ESA Page 13 of 17 SECTION 15. 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. The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations of federal, state and local government in all aspects related to this Agreement and any work completed for the SANITATION DISTRICT. SECTION 16. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. SECTION 17. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. SECTION 18. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this AGREEMENT, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. SECTION 19. 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 defciency(ies). SECTION 20. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of the SANITATION DISTRICTS officers, directors, employees, CONSULTANT's, and agents (collectively the"Indemnified Parties"), from and PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 ESA Page 14 of 17 against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including without limitation, attorney's fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim", collectively, "Claims")which may arise, pertain to, or relate 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. SECTION 21. 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 PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 ESA Page 15 of 17 event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such Claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which may be amended from time to time. SECTION 23. 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. SECTION 24. TIME OF ESSENCE Time is of the essence in the performance of this AGREEMENT. SECTION 25. CONFLICT OF INTEREST The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this AGREEMENT. No person having such interest shall be employed by or associated with the CONSULTANT. SECTION 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 ESA Page 16 of 17 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT, as of the day and year first above written. CONSULTANT: ESA By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Gregory C. Sebourn, PLS Date Chair, Board of Directors By Kelly Lore Date Clerk of the Board Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment"A" Scope of Work Attachment"B" Not Used Attachment"C" Not Attached Attachment"D" Allowable Direct Costs Attachment"E" Not Used Attachment"F" Not Attached Attachment"G" Not Attached Attachment"H" Not Used Attachment"I" Not Used Attachment"J" Not Attached Attachment X' Hourly Labor Rate Schedule Attachment"L"—OCSD Safety Standards PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 ESA Page 17 of 17 PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is made and entered into, to be effective this July 26, 2017 by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "SANITATION DISTRICT" AND AECOM TECHNICAL SERVICES, INC. hereinafter referred to as "CONSULTANT" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the SANITATION DISTRICT in accordance with Ordinance No. OCSD47, by action on July 26, 2017 approved the award of a Professional Services Agreement("AGREEMENT") for CONTRACT NO. CEQA PLAN2017-05, to CONSULTANT to provide services for selected projects on a Task Order basis, from to ; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary CEQA and related services; and, WHEREAS, the parties intend by this AGREEMENT to set forth the general terms and conditions that will apply to any specific project for which CONSULTANT is given a Task Order by the SANITATION DISTRICT. NOW, THEREFORE, the SANITATION DISTRICT and the CONSULTANT mutually agree as follows: SECTION 1. SCOPE OF AGREEMENT The SANITATION DISTRICT, at its sole discretion, may, from time to time during the term of this AGREEMENT, issue a Request for Task Order Proposal ("RFTOP")setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal from the CONSULTANT, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the CONSULTANT's Proposal, and the Task Order shall upon execution by the SANITATION DISTRICT, be attached hereto and become an operative part of this AGREEMENT. Should any conflict or inconsistency exist in the contract documents identified in this Section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 at)the terms of this AGREEMENT and any amendments thereto; (2nd)the provisions of the RFTOP; (3rd)the provisions of any written Task Orders, which may be issued from time to time. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 AECOM TECHNICAL SERVICES, INC. Page 1 of 17 SECTION 2. TASK ORDER ISSUANCE BY SANITATION DISTRICT The directive Task Order issued by the SANITATION DISTRICT, shall specifically, or by reference to the RFTOP and corresponding Proposal, set forth the specific detailed terms of this AGREEMENT that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, scope, time for performance and compensation. SECTION 3. TERM This AGREEMENT shall commence on the effective date of this AGREEMENT, and terminate on unless further extended by written agreement by the SANITATION DISTRICT and CONSULTANT. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the CONSULTANT, and the terms and conditions of this AGREEMENT shall continue in effect for that time. The SANITATION DISTRICT has the option to renew this AGREEMENT twice, each with a one year term, for a maximim contract duration of three (3)years total. SECTION 4. COMPENSATION The total compensation, payable to the CONSULTANT pursuant to this AGREEMENT, shall not exceed four hundred thousand dollars ($400,000) per year in accordance with the term described in Section 3 -TERM. The compensation includes, but is not limited to, fees for professional services (based on individual burdened labor rates and Subconsultant fees), overhead, and profit. The specific amount of compensation payable to the CONSULTANT for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed two hundred thousand dollars ($200,000) per individual Task Order unless authorized by the SANITATION DISTRICT's Board of Directors. CONSULTANT agrees and acknowledges that the execution of this AGREEMENT does not in any way guarantee that a Task Order will be issued to CONSULTANT. Moreover, execution of this AGREEMENT shall not entitle CONSULTANT to any form of payment or compensation from the SANITATION DISTRICT without the SANITATION DISTRICT first having issued a written Task Order. A. Task Order Pricing The subsections below describe the cost elements to be used in developing the price of the written Task Orders. 1) Hourly Labor Rate Schedule The services by the CONSULTANT, pursuant to each project Task Order, shall be billed to the SANITATION DISTRICT at the hourly rate ranges for each class of employee to be used, set forth in an Attachment"K"— Hourly Labor Rate Schedule, to be provided by the SANITATION DISTRICT prior to award of Agreement and incorporated herein. Hourly Labor Rates shall consist of the: Burdened Salary Rate consisting of the hourly salary rate, plus benefits for each employee or labor category specified in Attachment"K" paid by CONSULTANT and its Subconsultants to their employees. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.05 AECOM TECHNICAL SERVICES, INC. Page 2 of 17 Direct Salary rates for CONSULTANT and its Subconsultants may be adjusted annually on by mutual agreement of the Parties. Escalation of the salary rate will be in accordance with CPI of LA-Orange County Index. This rate is determined by the U.S. Department of Labor Statistics, Consumer Price Index— Los Angeles/Orange County Metropolitan Area. Burden rates for CONSULTANT and its Subconsultants shall remain fixed through the term of this AGREEMENT, inclusive of renewals identified in Section 3 -TERM. Overhead Rate consisting of a verified or negotiated percentage specified in Attachment"K" and applied to the Burdened Salary Rate for CONSULTANT and its Subconsultants. The Overhead Rates of CONSULTANT and its Subconsultants shall remain fixed through the term of this AGREEMENT inclusive of any renewals identified in Section 3-TERM. Profit, expressed as a percentage, shall be applied to each Burdened Salary Rate and applied Overhead Rate. Profit shall be included in the Hourly Labor Rates specified in Attachment W'. Profit shall remain fixed through the term of this AGREEMENT, inclusive of any renewals identified in Section 3-TERM. 2) Direct Costs The SANITATION DISTRICT shall reimburse CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel, licenses, and other services in accordance with Attachment "D"—Allowable Direct Costs, as may be specified in each Task Order proposal. The SANITATION DISTRICT shall not pay markup on such Direct Costs, Equipment rentals, leases, purchases and other direct costs not agreed to and specified in the Task Order proposal may only be reimbursed by the SANITATION DISTRICT with its prior written approval. The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this Section and further described in Attachment"D"—Allowable Direct Costs to this AGREEMENT. The reimbursement of the above mentioned expenses will be based on an "accountable plan" as considered by the Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by the IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at htto://www.gsa.goy/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem". CONSULTANT shall return to the SANITATION DISTRICT any excess reimbursements. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in writing, at least fifteen (15)days in advance. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 AECOM TECHNICAL SERVICES, INC. Page 3 of 17 Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT general geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize a personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by the IRS shall be utilized for travel meal reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"—Allowable Direct Costs of this AGREEMENT. All incidental expenses shall be included in the Overhead Rate pursuant to Subsection A.1) Hourly Labor Rate Schedule above. 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. 3) Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications in scope of work resulting from Feld investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment"D"— Allowable Direct Costs for payment information. 4) Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Task Order Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Task Order, including any 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 of a Task Order is a material breach of this AGREEMENT. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 AECOM TECHNICAL SERVICES, INC. Page 4 of 17 B. Additional Work: For extra work not a part of this AGREEMENT, written authorization from the SANITATION DISTRICT is required prior to the CONSULTANT undertaking any extra work. C. Method of Payment: The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly invoices based on the total services which have been satisfactorily completed and specifying a percentage of completion. The CONSULTANT's billings shall be certified for payment by the SANITATION DISTRICT only after the SANITATION DISTRICT has determined that the CONSULTANT has completed each applicable project task. CONSULTANT shall submit separate invoices for each Task Order on a monthly basis. CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT PROVISIONS. D. Task Order Completion Upon satisfactory completion of the work performed under each Task Order, and prior to final payment under each Task Order 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. E. False Claims Pursuant to the California False Claims Act (Government Code Sections 12650-12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or (a) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 AECOM TECHNICAL SERVICES, INC. Page 5 of 17 F. California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the CONSULTANT's employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section1776 may be deducted from progress payments per Section 1776. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to the SANITATION DISTRICT and/or general public upon request, provided the public request is made through the SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the DIR. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). G. Record of Expenses: The CONSULTANT shall keep complete and accurate records of all costs and expenses incidental to services covered by this AGREEMENT. These records will be made available to the SANITATION DISTRICT upon request. H. Reallocation of Total Compensation: The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation payable under the Task Order, provided that the total compensation for the Task Order is not increased. SECTIONS. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT The CONSULTANT shall not contract with any other person or entity to perform the services required without the written approval of the SANITATION DISTRICT. This AGREEMENT may not be assigned voluntarily, or by operation of law, without the prior written approval of the SANITATION DISTRICT. If the CONSULTANT is permitted to subcontract any part of this AGREEMENT by the SANITATION DISTRICT, the CONSULTANT shall be responsible to the SANITATION DISTRICT for the acts and omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this AGREEMENT shall create any contractual relationship between any subcontractor and the SANITATION DISTRICT. All persons engaged in the work will be considered employees of the CONSULTANT. The SANITATION DISTRICT will deal directly with and will make all payments to the CONSULTANT. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.05 AECOM TECHNICAL SERVICES, INC. Page 6 of 17 SECTION 6. CHANGES TO SCOPE OF WORK In the event of a change in the Scope of Work as requested by the SANITATION DISTRICT, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. SECTION 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE A. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or AGREEMENT, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. C. Copies of Work Product Upon completion of the work required for each Task Order, the CONSULTANT shall deliver to the SANITATION DISTRICT the number of copies specified in the specific Task Order Scope of Work of the final report containing the CONSULTANT's findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. SECTION 8. INSURANCE A. General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VI11, 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 PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.05 AECOM TECHNICAL SERVICES, INC. Page 7 of 17 to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liability: The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this AGREEMENT), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground)and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability: The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive Vehicle Liability Insurance: The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000)or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 AECOM TECHNICAL SERVICES, INC. Page 8 of 17 E. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by SANITATION DISTRICT. F. 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. G. 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 ads 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 AECOM TECHNICAL SERVICES, INC. Page 9 of 17 H. 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 (Auto Liability) the SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2570 or equivalent I. Cancellation Notice: Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30) days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010)shall state the required thirty (30)days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30)days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, and shall be received by the SANITATION DISTRICT not less than thirty(30) days prior to the effective date of the 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.05 AECOM TECHNICAL SERVICES, INC. Page 10 of 17 J. 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. K. Separation of Insured: All liability policies shall contain a "Separation of Insureds"clause. L. 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. M. 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. N. 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. O. 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. P. Limits Are Minimums: If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. SECTION 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 AECOM TECHNICAL SERVICES, INC. Page 11 of 17 CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 4- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. SECTION 10. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this AGREEMENT, requires the services of a registered engineer, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. SECTION 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. SECTION 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants , agents or employees of the SANITATION DISTRICT and PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 AECOM TECHNICAL SERVICES, INC. Page 12 of 17 shall obtain no rights to any benefits which accrue to the SANITATION DISTRICT's employees. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. SECTION 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. Notice shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Michelle Hadaway, Senior Contracts Administrator Copy: Carla Dillon, Project Manager Notice shall be mailed to CONSULTANT at: AECOM TECHNICAL SERVICES, INC. 999 Town and Country Road Orange, CA 92868 Attention: Jennifer Ziv All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. SECTION 14. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty(30)days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Section 13- NOTICES. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 AECOM TECHNICAL SERVICES, INC. Page 13 of 17 SECTION 15. 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. The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations of federal, state and local government in all aspects related to this Agreement and any work completed for the SANITATION DISTRICT. SECTION 16. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. SECTION 17. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. SECTION 18. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this AGREEMENT, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. SECTION 19. 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 defciency(ies). SECTION 20. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of the SANITATION DISTRICTS officers, directors, employees, CONSULTANT's, and agents (collectively the"Indemnified Parties"), from and PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.05 AECOM TECHNICAL SERVICES, INC. Page 14 of 17 against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including without limitation, attorney's fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim", collectively, "Claims")which may arise, pertain to, or relate 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. SECTION 21. 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 PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 AECOM TECHNICAL SERVICES, INC. Page 15 of 17 event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such Claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which may be amended from time to time. SECTION 23. 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. SECTION 24. TIME OF ESSENCE Time is of the essence in the performance of this AGREEMENT. SECTION 25. CONFLICT OF INTEREST The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this AGREEMENT. No person having such interest shall be employed by or associated with the CONSULTANT. SECTION 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 AECOM TECHNICAL SERVICES, INC. Page 16 of 17 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT, as of the day and year first above written. CONSULTANT: AECOM TECHNICAL SERVICES, INC. By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Gregory C. Sebourn, PLS Date Chair, Board of Directors By Kelly Lore Date Clerk of the Board Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment"A" Scope of Work Attachment"B" Not Used Attachment"C" Not Attached Attachment"D" Allowable Direct Costs Attachment"E" Not Used Attachment"F" Not Attached Attachment"G" Not Attached Attachment"H" Not Used Attachment"I" Not Used Attachment"J" Not Attached Attachment X' Hourly Labor Rate Schedule Attachment"L"—OCSD Safety Standards PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 AECOM TECHNICAL SERVICES, INC. Page 17 of 17 PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is made and entered into, to be effective this July 26, 2017 by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "SANITATION DISTRICT" AND LSA ASSOCIATES, INC. hereinafter referred to as "CONSULTANT" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the SANITATION DISTRICT in accordance with Ordinance No. OCSD47, by action on July 26, 2017 approved the award of a Professional Services Agreement("AGREEMENT") for CONTRACT NO. CEQA PLAN2017-06, to CONSULTANT to provide services for selected projects on a Task Order basis, from to ; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary CEQA and related services; and, WHEREAS, the parties intend by this AGREEMENT to set forth the general terms and conditions that will apply to any specific project for which CONSULTANT is given a Task Order by the SANITATION DISTRICT. NOW, THEREFORE, the SANITATION DISTRICT and the CONSULTANT mutually agree as follows: SECTION 1. SCOPE OF AGREEMENT The SANITATION DISTRICT, at its sole discretion, may, from time to time during the term of this AGREEMENT, issue a Request for Task Order Proposal ("RFTOP")setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal from the CONSULTANT, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the CONSULTANT's Proposal, and the Task Order shall upon execution by the SANITATION DISTRICT, be attached hereto and become an operative part of this AGREEMENT. Should any conflict or inconsistency exist in the contract documents identified in this Section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 at)the terms of this AGREEMENT and any amendments thereto; (2nd)the provisions of the RFTOP; (3rd)the provisions of any written Task Orders, which may be issued from time to time. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 LSA ASSOCIATES, INC. Page 1 of 17 SECTION 2. TASK ORDER ISSUANCE BY SANITATION DISTRICT The directive Task Order issued by the SANITATION DISTRICT, shall specifically, or by reference to the RFTOP and corresponding Proposal, set forth the specific detailed terms of this AGREEMENT that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, scope, time for performance and compensation. SECTION 3. TERM This AGREEMENT shall commence on the effective date of this AGREEMENT, and terminate on unless further extended by written agreement by the SANITATION DISTRICT and CONSULTANT. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the CONSULTANT, and the terms and conditions of this AGREEMENT shall continue in effect for that time. The SANITATION DISTRICT has the option to renew this AGREEMENT twice, each with a one year term, for a maximim contract duration of three (3)years total. SECTION 4. COMPENSATION The total compensation, payable to the CONSULTANT pursuant to this AGREEMENT, shall not exceed four hundred thousand dollars ($400,000) per year in accordance with the term described in Section 3 -TERM. The compensation includes, but is not limited to, fees for professional services (based on individual burdened labor rates and Subconsultant fees), overhead, and profit. The specific amount of compensation payable to the CONSULTANT for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed two hundred thousand dollars ($200,000) per individual Task Order unless authorized by the SANITATION DISTRICT's Board of Directors. CONSULTANT agrees and acknowledges that the execution of this AGREEMENT does not in any way guarantee that a Task Order will be issued to CONSULTANT. Moreover, execution of this AGREEMENT shall not entitle CONSULTANT to any form of payment or compensation from the SANITATION DISTRICT without the SANITATION DISTRICT first having issued a written Task Order. A. Task Order Pricing The subsections below describe the cost elements to be used in developing the price of the written Task Orders. 1) Hourly Labor Rate Schedule The services by the CONSULTANT, pursuant to each project Task Order, shall be billed to the SANITATION DISTRICT at the hourly rate ranges for each class of employee to be used, set forth in an Attachment"K"— Hourly Labor Rate Schedule, to be provided by the SANITATION DISTRICT prior to award of Agreement and incorporated herein. Hourly Labor Rates shall consist of the: Burdened Salary Rate consisting of the hourly salary rate, plus benefits for each employee or labor category specified in Attachment"K" paid by CONSULTANT and its Subconsultants to their employees. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.06 LSA ASSOCIATES, INC. Page 2 of 17 Direct Salary rates for CONSULTANT and its Subconsultants may be adjusted annually on by mutual agreement of the Parties. Escalation of the salary rate will be in accordance with CPI of LA-Orange County Index. This rate is determined by the U.S. Department of Labor Statistics, Consumer Price Index— Los Angeles/Orange County Metropolitan Area. Burden rates for CONSULTANT and its Subconsultants shall remain fixed through the term of this AGREEMENT, inclusive of renewals identified in Section 3 -TERM. Overhead Rate consisting of a verified or negotiated percentage specified in Attachment"K" and applied to the Burdened Salary Rate for CONSULTANT and its Subconsultants. The Overhead Rates of CONSULTANT and its Subconsultants shall remain fixed through the term of this AGREEMENT inclusive of any renewals identified in Section 3-TERM. Profit, expressed as a percentage, shall be applied to each Burdened Salary Rate and applied Overhead Rate. Profit shall be included in the Hourly Labor Rates specified in Attachment W'. Profit shall remain fixed through the term of this AGREEMENT, inclusive of any renewals identified in Section 3-TERM. 2) Direct Costs The SANITATION DISTRICT shall reimburse CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel, licenses, and other services in accordance with Attachment "D"—Allowable Direct Costs, as may be specified in each Task Order proposal. The SANITATION DISTRICT shall not pay markup on such Direct Costs, Equipment rentals, leases, purchases and other direct costs not agreed to and specified in the Task Order proposal may only be reimbursed by the SANITATION DISTRICT with its prior written approval. The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this Section and further described in Attachment"D"—Allowable Direct Costs to this AGREEMENT. The reimbursement of the above mentioned expenses will be based on an "accountable plan" as considered by the Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by the IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at htto://www.gsa.goy/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem". CONSULTANT shall return to the SANITATION DISTRICT any excess reimbursements. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in writing, at least fifteen (15)days in advance. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 LSA ASSOCIATES, INC. Page 3 of 17 Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT general geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize a personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by the IRS shall be utilized for travel meal reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"—Allowable Direct Costs of this AGREEMENT. All incidental expenses shall be included in the Overhead Rate pursuant to Subsection A.1) Hourly Labor Rate Schedule above. 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. 3) Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications in scope of work resulting from Feld investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment"D"— Allowable Direct Costs for payment information. 4) Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Task Order Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Task Order, including any 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 of a Task Order is a material breach of this AGREEMENT. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 LSA ASSOCIATES, INC. Page 4 of 17 B. Additional Work: For extra work not a part of this AGREEMENT, written authorization from the SANITATION DISTRICT is required prior to the CONSULTANT undertaking any extra work. C. Method of Payment: The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly invoices based on the total services which have been satisfactorily completed and specifying a percentage of completion. The CONSULTANT's billings shall be certified for payment by the SANITATION DISTRICT only after the SANITATION DISTRICT has determined that the CONSULTANT has completed each applicable project task. CONSULTANT shall submit separate invoices for each Task Order on a monthly basis. CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT PROVISIONS. D. Task Order Completion Upon satisfactory completion of the work performed under each Task Order, and prior to final payment under each Task Order 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. E. False Claims Pursuant to the California False Claims Act (Government Code Sections 12650-12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or (a) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 LSA ASSOCIATES, INC. Page 5 of 17 F. California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the CONSULTANT's employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section1776 may be deducted from progress payments per Section 1776. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to the SANITATION DISTRICT and/or general public upon request, provided the public request is made through the SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the DIR. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). G. Record of Expenses: The CONSULTANT shall keep complete and accurate records of all costs and expenses incidental to services covered by this AGREEMENT. These records will be made available to the SANITATION DISTRICT upon request. H. Reallocation of Total Compensation: The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation payable under the Task Order, provided that the total compensation for the Task Order is not increased. SECTIONS. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT The CONSULTANT shall not contract with any other person or entity to perform the services required without the written approval of the SANITATION DISTRICT. This AGREEMENT may not be assigned voluntarily, or by operation of law, without the prior written approval of the SANITATION DISTRICT. If the CONSULTANT is permitted to subcontract any part of this AGREEMENT by the SANITATION DISTRICT, the CONSULTANT shall be responsible to the SANITATION DISTRICT for the acts and omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this AGREEMENT shall create any contractual relationship between any subcontractor and the SANITATION DISTRICT. All persons engaged in the work will be considered employees of the CONSULTANT. The SANITATION DISTRICT will deal directly with and will make all payments to the CONSULTANT. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.06 LSA ASSOCIATES, INC. Page 6 of 17 SECTION 6. CHANGES TO SCOPE OF WORK In the event of a change in the Scope of Work as requested by the SANITATION DISTRICT, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. SECTION 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE A. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or AGREEMENT, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. C. Copies of Work Product Upon completion of the work required for each Task Order, the CONSULTANT shall deliver to the SANITATION DISTRICT the number of copies specified in the specific Task Order Scope of Work of the final report containing the CONSULTANT's findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. SECTION 8. INSURANCE A. General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VI11, 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 PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.06 LSA ASSOCIATES, INC. Page 7 of 17 to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liability: The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this AGREEMENT), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground)and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability: The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive Vehicle Liability Insurance: The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000)or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 LSA ASSOCIATES, INC. Page 8 of 17 E. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by SANITATION DISTRICT. F. 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. G. 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 ads 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 LSA ASSOCIATES, INC. Page 9 of 17 H. 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 (Auto Liability) the SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2570 or equivalent I. Cancellation Notice: Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30) days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010)shall state the required thirty (30)days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30)days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, and shall be received by the SANITATION DISTRICT not less than thirty(30) days prior to the effective date of the 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.06 LSA ASSOCIATES, INC. Page 10 of 17 J. 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. K. Separation of Insured: All liability policies shall contain a "Separation of Insureds"clause. L. 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. M. 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. N. 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. O. 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. P. Limits Are Minimums: If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. SECTION 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 LSA ASSOCIATES, INC. Page 11 of 17 CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 4- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. SECTION 10. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this AGREEMENT, requires the services of a registered engineer, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. SECTION 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. SECTION 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants , agents or employees of the SANITATION DISTRICT and PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 LSA ASSOCIATES, INC. Page 12 of 17 shall obtain no rights to any benefits which accrue to the SANITATION DISTRICT's employees. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. SECTION 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. Notice shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Michelle Hadaway, Senior Contracts Administrator Copy: Carla Dillon, Project Manager Notice shall be mailed to CONSULTANT at: LSA ASSOCIATES, INC. 20 Executive Park Suite 200 Irvine, CA 92614 Attention: Nicole Dubois All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. SECTION 14. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty(30)days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Section 13- NOTICES. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 LSA ASSOCIATES, INC. Page 13 of 17 SECTION 15. 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. The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations of federal, state and local government in all aspects related to this Agreement and any work completed for the SANITATION DISTRICT. SECTION 16. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. SECTION 17. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. SECTION 18. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Altemative 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. SECTION 19. 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 defciency(ies). SECTION 20. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of the SANITATION DISTRICTS officers, directors, PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 LSA ASSOCIATES, INC. Page 14 of 17 employees, CONSULTANT's, and agents (collectively the"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including without limitation, attorney's fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim", collectively, "Claims")which may arise, pertain to, or relate 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 parry, shall not be employed in the interpretation of this AGREEMENT. SECTION 21. 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 PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.06 LSA ASSOCIATES, INC. Page 15 of 17 precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such Claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which may be amended from time to time. SECTION 23. 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. SECTION 24. TIME OF ESSENCE Time is of the essence in the performance of this AGREEMENT. SECTION 25. CONFLICT OF INTEREST The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this AGREEMENT. No person having such interest shall be employed by or associated with the CONSULTANT. SECTION 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 LSA ASSOCIATES, INC. Page 16 of 17 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT, as of the day and year first above written. CONSULTANT: LSA ASSOCIATES, INC. By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Gregory C. Sebourn, PLS Date Chair, Board of Directors By Kelly Lore Date Clerk of the Board Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment"A" Scope of Work Attachment"B" Not Used Attachment"C" Not Attached Attachment"D" Allowable Direct Costs Attachment"E" Not Used Attachment"F" Not Attached Attachment"G" Not Attached Attachment"H" Not Used Attachment"I" Not Used Attachment"J" Not Attached Attachment X' Hourly Labor Rate Schedule Attachment"L"—OCSD Safety Standards PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 LSA ASSOCIATES, INC. Page 17 of 17 OPERATIONS COMMITTEE Meeting Date TOBd.of Dir. 07/05/17 07/26/17 AGENDA REPORT emNamber Item Number 9 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 a contingency increase of $5,718,000 (4.5%) to the construction contract with W.M. Lyles Company for Sludge Dewatering and Odor Control at Plant No. 1, Project No. P1-101, for a total contingency amount of$9,518,000 (7.5 %). BACKGROUND Sludge Dewatering and Odor Control at Plant No. 1, Project No. P1-101, replaces existing solids dewatering and odor control systems, and installs sludge thickening systems at the Orange County Sanitation District (Sanitation District), Plant No. 1. The objectives of the project include the following: 1. Replace aging sludge dewatering facilities built in the late 1970s and early 1980s. 2. Provide additional solids handling capacity by improving sludge thickening as a cost-effective alternative to constructing new digesters. 3. Reduce annual biosolids management costs by reducing biosolids water content. Currently, the project is physically 95% complete, but there remains a significant commissioning effort followed by demolition of the existing facility. This project is the most complex at the Sanitation District and includes sludge conveyance, dewatering and thickening centrifuge operation, biosolids conveyance, chemical treatment, odor control, and truck loading systems. Testing these primary process systems, coupled with the building and safety systems presents significant continuing project risks. The complexity of the project has resulted in more changes than originally anticipated that have led to additional costs and delays. A contingency forecast that considers all project changes to date (including those not yet negotiated) predicts that up to 90% of the available contingency may be expended with known issues. Furthermore, the construction schedule is currently forecasted for a two-year schedule delay to the original four-year construction duration. Moving forward, additional contingency is requested for risks related to the extensive commissioning effort, as well as likely Contractor claims for delay-related costs. The number of changes and resultant impact to the schedule was not anticipated; however, the project team is working with the Contractor to identify, assess, and mitigate delays and potential additional costs. Page 1 of 3 RELEVANT STANDARDS • Ensure the public's money is wisely spent • Provide a safe and collegial workplace PROBLEM Change orders and construction delays have resulted in additional cost impacts to the project. The approved construction contract contingency is not estimated to be sufficient to complete construction. PROPOSED SOLUTION The Contractor and Sanitation District staff are working cooperatively to streamline the commissioning process to minimize compensable delays, as well as to mitigate impacts as they are identified, and to limit potential future construction changes. Staff requests an increase in the construction contract contingency of $5,718,000 (4.5%) from $3,800,000 (3%) for a total contingency of $9,518,000 (7.5%). The project budget is sufficient for this change and no additional funding is needed. TIMING CONCERNS The contingency increase will allow any required changes to be addressed and potential claims settled without causing additional project delays. RAMIFICATIONS OF NOT TAKING ACTION Completion of the remaining work in a timely fashion may not be possible if the construction contract contingency is insufficient to cover the costs for potential unknown conditions and for the extended time for commissioning. Without the additional funds, construction and commissioning activities would be severely hampered and project delays would be incurred. PRIOR COMMITTEE/BOARD ACTIONS November 2012 - Awarded a construction contract to W.M. Lyles Company for a total amount not to exceed $126,908,300, and approved a contingency of$3,800,000 (3%). ADDITIONAL INFORMATION There have been a significant number of contract changes on this project and these have largely fallen into two primary categories—design optimizations and unknown conditions. The design optimizations involve changes to improve the cake pumping process, functionality changes to improve operation and maintenance of the facility, and clarifications to the design to account for omissions in the contract documents. The changes relating to unknown conditions involve conflicts with underground utilities, maintaining existing plant facilities in service, adapting temporary facilities, existing Page 2 of 3 instrumentation coordination, and existing facilities that did not match the contract drawings. Some of these changes, or combinations of changes, have resulted in schedule delays, some of which may result in contractor overhead delay costs. The Sanitation District and Contractor are continuing to work proactively to mitigate potential change order costs and schedule delays. One example of this is a resequencing of the schedule to commission the dewatering system first, which will allow for the Sanitation District use of the system prior to the end of the project. This resequencing will save operating costs and allow demolition work of the existing dewatering systems earlier in the project saving schedule time. CEQA Construction of this project is within the scope of the Subsequent Environmental Impact Report for the Secondary Treatment and Plan Improvement Project, dated March 2005. The Subsequent Environmental Impact Report for the Secondary Treatment and Plan Improvement Project, supplementing the Sanitation District's Strategic Plan Program Environmental Impact Report (PEIR), was certified in October 1999. Pursuant to CEQA Guidelines section 15168(c)(4), the Sanitation District has used a written checklist to document its evaluation of the project and has determined that the project is still within the scope of PEIR. In addition, the project was determined to be eligible for a categorical exclusion under the National Environmental Pollution Act (NEPA) in June 2006. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (FY2016-17 and 2017-18), Section 8, Page 50, and the budget is sufficient for the recommended action. Date of Aooroval Contract Amount Contincencv 11/28/2012 $126,908,300 $3,800,000(3.0%) 07/26/2017 $5,718,000(4.5%) $9,518,000(7.5%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: N/A AL:dm:gc Page 3 of 3 OPERATIONS COMMITTEE Meeting Date To ad.of Dir. mlosly — AGENDA REPORT IWrn Number Iem Number o — Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Celia Chandler, Director of Human Resources SUBJECT: HUMAN RESOURCES —WORKFORCE PLANNING, SAFETY AND SECURITY GENERAL MANAGER'S RECOMMENDATION Information Only. BACKGROUND Each month, staff provides an informational presentation on topics of interest to the Board of Directors. This month's topic is an overview of the Orange County Sanitation District's Workforce Planning, Safety and Security. RELEVANT STANDARDS • Provide professional growth & development • Positive employer, employee relations ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A Page 1 of 1 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 CARS California Air Resources Board CASA California Association of Sanitation Agencies CCTV Closed Circuit Television CEQA California Environmental Quality Act CIP Capital Improvement Program CRWQCB California Regional Water Quality Control Board CWA Clean Water Act CWEA California Water Environment Association EIR Environmental Impact Report EMT Executive Management Team EPA US Environmental Protection Agency FOG Fats, Oils, and Grease gpd gallons per day GWRS Groundwater Replenishment System ICS Incident Command System IERP Integrated Emergency Response 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 & Maintenance OCCOG Orange County Council of Governments OCHCA Orange County Health Care Agency OCSD Orange County Sanitation District OCWD Orange County Water District OOBS Ocean Outfall Booster Station OSHA Occupational Safety and Health Administration PCSA Professional Consultant/Construction Services Agreement PDSA Professional Design Services Agreement POTW Publicly Owned Treatment Works ppm parts per million PSA Professional Services Agreement RFP Request For Proposal RWQCB Regional Water Quality Control Board Glossary of Terms and Abbreviations SARFPA Santa Ana River Flood Protection Agency SARI Santa Ana River Interceptor SARWQCB Santa Ana Regional Water Quality Control Board SAW PA Santa Ana Watershed Project Authority SCADA Supervisory Control And Data Acquisition SCAP Southern California Alliance of Publicly Owned Treatment Works SCAQMD South Coast Air Quality Management District SOCWA South Orange County Wastewater Authority SRF Clean Water State Revolving Fund SSMP Sewer System 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 W ERF Water Environment & Reuse Foundation WIFIA Water Infrastructure Finance and Innovation Act WIIN Water Infrastructure Improvements for the Nation Act W RDA Water Resources Development Act 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 known 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. Biogas—A gas that is produced by the action of anaerobic bacteria on organic waste matter in a digester tank that can be used as a fuel. 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 farmland or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. Glossary of Terms and Abbreviations 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. Contaminants of Potential Concern (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. Dilution to Threshold (DIT) — The dilution at which the majority of people detect the odor becomes the D/T for that air sample. Greenhouse Gases (GHG) — 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 System (GWRS) — 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 per day of drinking quality water to replenish the local groundwater supply. Levels Of Service (LOS) — Goals to support environmental and public expectations for performance. N-Nitrosodimethylamine (NDMA) — A N-nitrosamine 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 and Water Environment Federation, with advisory support from the US Environmental Protection Agency. NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation 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. Glossary of Terms and Abbreviations Publicly Owned Treatment Works (POTW) —A municipal wastewater treatment plant. Santa Ana River Interceptor(SARI) Line —A regional brine line designed to convey 30 million gallons per day 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 runoff. 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. 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. The Orange County Sanitation District's service area is in the Santa Ana River Watershed.