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HomeMy WebLinkAbout07-06-2016 Operations Committee Agenda Packet Orange County Sanitation District Wednesday, July 6, 2016 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 to be routine and will be enacted, by the Committee, after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve Minutes of the June 1, 2016 Operations Committee Meeting. 07106/2016 Operations committee Agenda Page 1 of 5 2. FISH TRACKING STUDY - SOLE SOURCE CONTRACT WITH DR. CHRISTOPHER LOWE — CALIFORNIA STATE UNIVERSITY LONG BEACH (James E. Colston) RECOMMENDATION: Recommend to the Board of Directors to: Award a Sole Source Contract to Dr. Christopher Lowe of the California State University Long Beach to conduct a fish tracking study in support of the Orange County Sanitation District's National Pollution Discharge Elimination System (NPDES) Ocean Discharge Permit for the period August 1, 2016 through June 30, 2018, at a project cost not to exceed $200,000. 3. MONTEREY BAY AQUARIUM RESEARCH INSTITUTE OCEAN ACIDIFICATION AND HYPDXIA MOORING SUPPORT (James E. Colston) RECOMMENDATION: Recommend to the Board of Directors to: Approve a Service Agreement to the Monterey Bay Aquarium Research Institute (MBARI) to provide technical support and training to District staff to develop the in- house ability to operate, service, and maintain the Orange County Sanitation District's Ocean Acidification and Hypoxia mooring for the period of July 1, 2016 to June 30, 2017,for an amount not to exceed $120,000 with the option of four(4)one- year renewals. 4. INLAND EMPIRE REGIONAL COMPOSTING AUTHORITY CONTRACT AMENDMENT 2015-2016 (James E. Colston) RECOMMENDATION: Recommend to the Board of Directors to: Approve Contract Amendment number 4600001879-001 with Inland Empire Regional Composting Authority (IERCA) for the Orange County Sanitation District to 1) use farm bed trailers to transport biosolids to the Inland Empire Regional Composting Facility, and 2) pay to IERCA for biosolids received and processed at a base fee of$55.00 per wet ton, plus an administrative fee of$2.00 per wet ton and any other adjustments provided for in the original agreement. This Contract Amendment shall serve as the first annual renewal of three one-year renewal options of the original agreement in a total annual amount not to exceed $900,000/year for IERCA to receive and compost up to 50 wet tons per day (Monday thru Friday) of OCSD's biosolids. 5. PURCHASE OF REPLACEMENT VALVES FOR PLANT NO. 2 DIGESTERS E & H (Ed Torres) RECOMMENDATION: Award a purchase order contract to CS-AMSCO for replacement valves for Plant No. 2 Digesters E & H for a total amount not to exceed $196,104.60. 07/06/2016 operations CommRtee Agenda Page 2 of 5 6. CONTRACT FOR NATURAL GAS, SPECIFICATION NO. C-2016-778BD (Ed Torres) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a purchase order agreement to Constellation NewEnergy — Gas Division, LLC for the purchase of Natural Gas, Specification No. C-2016- 778BD for the period August 1, 2016 through July 31, 2017 for a monthly index unit price of $0.039 per Million British Thermal Units (MMBtu) for a total estimated annual cost of $296,000, with four (4) one-year renewal options; and B. Approve unit price contingency of(10%). 7. CONTRACT FOR ANIONIC POLYMER, SPECIFICATION NO. C-2016-751BD (Ed Torres) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve an agreement to Polydyne, Inc.for the Purchase of Anionic Polymer, Specification No. C-2016-751BD, for the period September 1, 2016 through August 31, 2017, for a unit price of $2.605 per active pound delivered, plus applicable sales tax, for a total estimated annual amount of $370,000, with four one-year renewal options; and B. Approve a unit price contingency of 10%. NON-CONSENT CALENDAR: 8. 2017 FACILITIES MASTER PLAN — PROJECT PS15-10 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Professional Services Agreement with Carollo Engineers, Inc. to provide professional services for 2017 Facilities Master Plan, Project PS15-10, for an amount not to exceed $3,132,052; and B. Approve a contingency of$313,205 (10%). 9. SAFETY IMPROVEMENT AT PLANT NOS. 1 AND 2, PROJECT NO. J-126 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: 07/06/2016 Operations CommRtee Agenda Page 3 c f 5 A. Approve a Professional Design Services Agreement with Arcadis U.S., Inc. to provide program and engineering design services for Safety Improvement at Plant Nos. 1 and 2, Project No. J-126, for an amount not to exceed $1,540,000; and B. Approve a contingency of$154,000 (10%). 10. PRIMARY TREATMENT REHABILITATION AT PLANT 2, PROJECT NO. P2-98 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Professional Design Services Agreement with Black & Veatch to provide engineering design services for Primary Treatment Rehabilitation at Plant 2, Project No. 132-98, for a total amount not to exceed $18,141,423; and B. Approve a contingency of$1,814,142 (10%). 11. HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE REALIGNMENT PROGRAM, PROJECT NO. P1-128 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: Approve a Broker Representation Agreement with Cushman & Wakefield to give exclusive authority to represent the Orange County Sanitation District, at no cost, for the investigation and potential negotiation to acquire existing office building and/or land for a new Administration Building in an area near Plant No. 1. INFORMATION ITEMS: 12. ENERGY SUPPLY AND DEMAND (Rob Thompson) DEPARTMENT HEAD REPORTS: OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: 07106/2016 Operations Committee Agenda Page 4 of 5 ADJOURNMENT: The next Operations Committee meeting is scheduled for Wednesday, September 7, 2016, at 5:00 p.m. Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714) 593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2,this agenda has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley,California,not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item,including any public records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board. Agenda Description: The agenda provides a brief general description of each item of business to be considered or discussed. The recommended action does not indicate what action will be taken. The Board of Directors may take any action which is deemed appropriate. NOTICE TO DIRECTORS: To place items on the agenda for the Committee Meeting,items must be submitted to the Clerk of the Board 14 days before the meeting. Kelly A. Lore Clerk of the Board (714)593-7433 klore(rpocsd.cem For any questions on the agenda,Committee members may contact staff at: General Manager Jim Hedberg (714)593-7300 iherberg(glocsd.com Assistant General Manager Bob Ghirelli (714)593-7400 rghirelli2Zocsd.com Director of Engineering Rob Thompson (714)593-7310 rlhompson(cfomd.com Director of Environmental Services Jim Colston (714)593-7450 icolston(docsd.com Director of Operations&Maintenance Ed Torres 714 593-7080 etorres ocsd.com 07/06/2016 Operations Committee Agenda Page 5 of 5 ITEM NO. 1 MINUTES OF THE OPERATIONS COMMITTEE Orange County Sanitation District Wednesday, June 1, 2016, 5:00 p.m. A regular meeting of the Operations Committee was called to order by Committee Chair Withers on Wednesday, June 1, 2016 at 5:03 p.m. in the Administration Building. Director Murphy led the Flag Salute. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: John Withers, Chair Jim Herberg, General Manager David Shawver, Vice-Chair Bob Ghirelli, Assistant General Manager Tom Beamish Celia Chandler, Director of Human Resources Ellery Deaton Rob Thompson, Director of Engineering Steve Jones Ed Torres, Director of Operations and Maintenance Robert Kiley Tina Knapp, Deputy Clerk of the Board Richard Murphy Jennifer Cabral Steve Nagel Mike Dorman Fred Smith Dean Fisher Michelle Steel Alfredo Garcia Chad Wanke Mark Manzo Mariellen Yarc Kathy Millea Greg Seboum, Board Vice-Chair Jeff Mohr Wendy Sevenandt COMMITTEE MEMBERS ABSENT: Richard Spencer John Nielsen, Board Chair Mike White Mickey Whitney Eros Yong OTHERS PRESENT: Brad Hogin, General Counsel Michael Beverage, Alternate Director YLWD Bob Ooten, Alternate Director CMSD PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Committee Chair Withers did not provide a report. 06/01/2016 Opeations Committee Minutes Page 1 of 5 REPORT OF GENERAL MANAGER: General Manager Jim Herberg did not provide a report. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED. SECONDED. and DULY CARRIED TO: Approve Minutes of the May 4, 2016 Operations Committee Meeting. AYES: Beamish, Deaton, Jones, Kiley, Murphy, Nagel, Sebourn, Shawver, F. Smith, Steel, Wanks, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Nielsen 2. ON-CALL CONTRACTOR SUPPORT SERVICES (Ed Torres) MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: Approve Amendment No. 1 to the On-Call Contractor Support Services Contract, Specification No. S-2011-483BD, with Jamison Engineering Contractors, Inc., providing for construction support, extending the contract period for a four month period from July 1, 2016 to October 31, 2016, with no increase to the contract amount. AYES: Beamish, Deaton, Jones, Kiley, Murphy, Nagel, Sebourn, Shawver, F. Smith, Steel, Wanks, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Nielsen 3. PLANT WATER SYSTEM REHABILITATION AT PLANT NO. 2, PROJECT NO. P2-101 (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Recommend to the Board of Directors to: Approve a project budget increase of$150,000 for Plant Water System Rehabilitation at Plant No. 2 included in the Proposed Budget for Fiscal Years 2016-17 and 2017-18 scheduled to be approved at the June 22, 2016 Board of Directors meeting. AYES: Beamish, Deaton, Jones, Kiley, Murphy, Nagel, Sebourn, Shawver, F. Smith, Steel, Wanke, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Nielsen 06/01/2016 Operations Committee Minutes Page 2 of 5 NON-CONSENT CALENDAR: 4. HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE REALIGNMENT PROGRAM, PROJECT NO. P1-128 (Rob Thompson) Director of Engineering Rob Thompson provided an informative PowerPoint presentation pertaining to both Items 4 and 5. The presentation included information regarding the implementation plan for the Administrative Facilities, impacts of the Orange County Transportation Authority 1-405 Improvement Plan, and North and Pacific location alternatives as required by the California Environmental Quality Act (CEQA). Mr. Thompson responded to questions from the Committee regarding overall project costs, additional items included in the project, and the proposed alternative locations. A motion was made and seconded and Items 4 and 5 were approved as one single action. MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Professional Services Agreement with LSA Associates, Inc. to provide environmental services for the preparation of a California Environmental Quality Act compliant document for the Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128 for an amount not to exceed $420,927; and B. Approve a contingency of$42,093 (10%). 5. HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE REALIGNMENT PROGRAM, PROJECT NO. P1-128 (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Professional Design Services Agreement with HDR Architecture, Inc. to provide architectural and engineering design services for the Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. 131-128, for an amount not to exceed $11,785,709; and B. Approve a contingency of$1,178,571 (10%). AYES: Beamish, Deaton, Jones, Kiley, Murphy, Nagel, Sebourn, Shawver, F. Smith, Steel, Wanke, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Nielsen 06/01/2016 Operations Committee Minutes Page 3 of 5 INFORMATION ITEMS: 6. WORKFORCE PLANNING (Celia Chandler) Directorof Human Resources Celia Chandler provided a brief overview of this item and introduced Richard Spencer, Human Resources Manager. Mr. Spencer provided a PowerPoint presentation with an overview of the organizational structure and demographics of the Orange County Sanitation District including attrition and retirement eligibility statistics. Mr. Spencers presentation also included planning for future needs of the workforce and planning for these needs. Mr. Spencer responded to questions from the Committee regarding the percentage of employees eligible for employment, and how it compares to similar agencies, and the recruitment process. 7. 2016-17/2017-18 BUDGET PRESENTATION (Lorenzo Tyner) Director of Finance and Administrative Services Lorenzo Tyner provided a brief overview of this item and introduced Controller Mike White, who provided a PowerPoint presentation on the proposed budget for fiscal years 2016-17 and 2017-18. The presentation included major revenue components, a comparison of single family residential rates between comparable agencies, anticipated performance of property tax revenue, outlay categories, a summary of proposed operating expenses, Capital Improvement Program (CIP) components, and debt issuances. Mr. White and Mr. Herberg responded to questions from the Committee regarding what percentage of revenue represents CIP costs. Mr. Tyner indicated that the budget will be presented to the Administration Committee and Board of Directors for approval in June. Mr. Tyner also responded to a questions and comments from the Committee regarding unfunded liability and the release of actuarial reporting. DEPARTMENT HEAD REPORTS: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. 06/01/2016 Operations Committee Minutes Page 4 of 5 ADJOURNMENT At 6:09 p.m., Committee Chair Withers declared the meeting adjourned to the next scheduled meeting of Wednesday, July 6, 2016 at 5:00 p.m. Submitted by, Tina Knapp Deputy Clerk of the Board 06/01/2016 Operations Committee Minutes Page 5 of 5 OPERATIONS COMMITTEE MeaHngDae TOBd.OfDir. 07/O6/16 07/27/16 AGENDA REPORT ItemNumber Item Number z Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: James E. Colston, Director of Environmental Services SUBJECT: FISH TRACKING STUDY - SOLE SOURCE CONTRACT WITH DR. CHRISTOPHER LOWE — CALIFORNIA STATE UNIVERSITY LONG BEACH GENERAL MANAGER'S RECOMMENDATION Award a Sole Source Contract to Dr. Christopher Lowe of the California State University Long Beach to conduct a fish tracking study in support of the Orange County Sanitation District's National Pollution Discharge Elimination System (NPDES) Ocean Discharge Permit for the period August 1, 2016 through June 30, 2018, at a project cost not to exceed $200,000. BACKGROUND The Orange County Sanitation District (Sanitation District) is required under the NPDES Ocean Discharge Permit to monitor for the tissue levels of certain chemical contaminants in specified fish species. These species include the Hornyhead Turbot, English Sole, and California Scorpionfish. Fish are collected at two sites, one at the end of the outfall diffuser and one at a farfield (reference) site about five miles up coast from the outfall. The muscle and livertissue of these fish are analyzed for a suite of chemical contaminants and reported to regulators in the Marine Monitoring Annual Report. These tissue contaminant levels are used to assess ecosystem health and human health risk from consuming fish caught near the discharged final effluent. The location of capture of the fish is de facto considered to be the location of exposure to the chemicals measured in their tissues. This may or may not be accurate since virtually nothing is known about the movement of these fishes. Regardless, the Sanitation District is held accountable for the contaminant levels in tissues in fish collected at the outfall site. RELEVANT STANDARDS • NPDES permit requirements • California Ocean Plan Standards PROBLEM The Sanitation District discharges treated effluent into the coastal ocean. The Sanitation District's NPDES permit requires monitoring the tissues of certain fish species for a suite of chemical contaminants to assess potential environmental and human health impacts Page 1 of 2 from the consumption of fish caught near the Sanitation District's point of effluent discharge. PROPOSED SOLUTION The purpose of this fish tracking study is to monitor the movements of these fish in the monitoring area to determine if the location of capture is indeed of sufficient exposure to answer the questions of potential environmental and human health impacts from the Sanitation District's effluent discharge. Dr. Lowe was chosen for this project as he is the regional expert in conducting fish tracking studies. He has conducted extensive fish tracking studies in southern California for the National Oceanic and Atmospheric Administration (NOAA), the State of California, and the Los Angeles County Sanitation Districts in addition to his academic research. TIMING CONCERNS N/A RAMIFICATIONS OF NOT TAKING ACTION The Sanitation District will continue to monitor tissue contaminant levels in fish species that may not be representative of exposure to the discharged final effluent. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the OCSD's Purchasing Ordinance. Sufficient funds have been allocated in the Fiscal Year 2016/18 Budget, Environmental Laboratory and Ocean Monitoring Operating Budget (Section 6, Page 48). Project contingency funds will not be used for this contract. ATTACHMENT The following attachmentla) maybe viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Sole Source Service Contract Justification and Quote Page 2 of 2 • Om June 29, 2016 MEMORANDUM TO: Robert P. Ghirelli, D.Env. Assistant General Manager From: Ron Coss, Environmental Laboratory and Ocean Monitoring Division Manager FROM: DR. Danny Tang Scientist SUBJECT: Sole Source Justification for Service Contract to Dr. Chris Lowe for Fish Tracking Study The District's Ocean Monitoring Program (OMP) assesses discharge effects on marine communities, including analyses of tissue contamination levels in hornyhead turbot, English sole and rockfishes (e.g. CA scorpionfish) relative to background levels and human health consumption guidelines. In making these comparisons it is assumed that the location of capture is also the location of exposure. However, little is known about the movement patterns of the fish species used in the OMP. As such, a fish tracking study is needed to understand the site fidelity and potential risk exposure of the fishes used in the OMP. A sole source to Dr. Chris Lowe at California State University, Long Beach for the study of fish movement patterns is required because he is the local expert in this field of study. Dr. Lowe has studied the movement patterns of a wide variety of southern California fishes, including those residing near the Los Angeles County Sanitation District's outfall. The proposed study will use passive acoustic telemetry tracking (Vemco VPS system)to quantify fine-scale, longer-term movements of tagged adult homyhead turbot, CA scorpionfish, and English sole within a 4.8 km2 area surrounding the District's 120-inch outfall and a 2.3 km2 area around an upcoast reference site. This service contract will cover the salary for one graduate student, fish tagging materials, and boat fuel. The contractor will also submit a final report to the District as well as publish the findings in a peer-reviewed journal. The contract coverage is from August 1, 2016 to June 30, 2018 at a cost not to exceed $200,000. Sole source memo—Chris Lowe(CSULB)_May2016 Budget OCSD Fish Trackin¢Sud¢et 8/1/16-6/30/17 )/1/1)E/30/18 IlProject Total Salaries&Fringe Benefits: Lowe 0.93 months $ 11,375 - $ 11,375 Fringe(8.85%) $ 1,006 $ 1,006 Burns(graduate student) 1450 hrs(yr 1);500 hrs(yr 2)at$18/hr $ 26,101 $ *9,1g0 $ 35,281 Fringe(10.68%) $ 2,788 $ 980 $ 3,768 Salaries&Fringe Total $ 41,270 $ 10,160 $ 51,430 Travel: Domestic travel to conferences(air,hotel,registration) $ 3,000 is 2,000 $ 5,000 Travel Total 15 3,000 is 2,000 5 51000 Mae rialsand Suoolies, coded acoustic transmitters(V9-2H,150 at 5400) $ 60,000 - $ 60,000 synch tap(V16,14 at 5400) $ 5,600 $ 5,600 reference lags(V9,30 at$400) $ 4,000 $ 4,000 VPS rendering(1 year,3 downloads) $ 14,000 $ 14,000 surgical supplies $ Soo $ Boo boat Net $ 3,000 - $ 3,000 acoustic release batteries(36 at$100) $ 3,600 $ 3,600 acoustic release burnwires(162 at$8) $ 1,300 $ 1,300 mooring supplies $ 1,200 $ 1,200 field notebook $ Soo $ 500 acoustic receiver batteries(40 at$2)) $ 1,og0 - $ 1,080 acoustic release,(6 at$870) IS 5,220 - 5 5,220 Materials and Supplies Total $ 100,300 $ 100,300 other: Publication costs - $ 2,000 $ 2,000 Other Total $ 2,000 $ 2,000 Total Direct Costs $ 144,570 $ 14,160 5 158,730 Indirect Costs/overhead(26%of Total Direct Costs) $ 37,588 $ 3,682 $ 41,270 Total Costs $ 182,158 $ 17,842 $ 200,000 ❑there is a 2%salary escalator for the graduate student during year 2. OPERATIONS COMMITTEE Meng D310 TOBE. Dir. 07/lti06/16 07/27/1Or6 AGENDA REPORT Item Item Number 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: James E. Colston, Director of Environmental Services SUBJECT: MONTEREY BAY AQUARIUM RESEARCH INSTITUTE OCEAN ACIDIFICATION AND HYPDXIA MOORING SUPPORT GENERAL MANAGER'S RECOMMENDATION Approve a Service Agreementto the Monterey Bay Aquarium Research Institute(MBARI) to provide technical support and training to District staff to develop the in-house ability to operate, service, and maintain the Orange County Sanitation District's Ocean Acidification and Hypoxia mooring for the period of July 1, 2016 to June 30, 2017, for an amount not to exceed $120,000 with the option of four (4) one-year renewals. BACKGROUND The Orange County Sanitation District (Sanitation District) is required under its ocean discharge permit and the California Ocean Plan to meet discharge compliance limits for acidity (pH)and oxygen levels. In 2013, the Sanitation District, along with the City of Los Angeles, County Sanitation Districts of Los Angeles, and the City of San Diego, in cooperation with the Southern California Coastal Water Research Project, agreed to undertake long-term regional monitoring of pH and oxygen along the coast in order to better understand their spatial and temporal variability along the Southern California coast. Sampling platforms include vessels and moored instrument packages. Impacts of Ocean Acidification and Hypoxia, or low oxygen, (OAH) in the coastal zone have been documented along the West Coast since the mid-2000s. California, Oregon, and Washington recognized the potential threats associated with OAH, and in 2012 a scientific review panel to provide state regulators with up-to-date knowledge management actions. OAH moorings are not commercially available and need to be custom made for the requirements of the operator, in this case the Sanitation District. MBARI has developed and deployed similar moorings in Monterey Bay and off Baja California, Mexico. In 2014, the Sanitation District selected MBARI to help with the design, construction, and deployment of an OAH mooring. The Sanitation District's mooring was deployed in December 2015 and integrates standard oceanographic (e.g., temperature) and custom- developed (e.g., pH) sensors. The proposed contract with MBARI involves continued technical support for the mooring and technology transfer via training for Sanitation District staff to be able to fully support the mooring with in-house resources. It is expected that as internal staff expertise Page 1 of 3 increases, external MBARI support will decrease over time with future expenditures estimated not to exceed $50,000.00. RELEVANT STANDARDS • Comply with the Clean Water Act • Meet discharge permit 24/7/365 PROBLEM The Sanitation District discharges treated effluent into the coastal zone. The Sanitation District's ocean discharge permit mandates that we meet compliance standards with physical, chemical, and biological state and federal environmental criteria. PROPOSED SOLUTION The OAH mooring allows the Sanitation District to better understand the temporal variability of pH and oxygen near our ocean discharge. This information will allow us to better understand potential impacts to organisms exposed to our discharge in a changing coastal environment. This information will also be of use to state and federal environmental managers in considering new and revised receiving water criteria.Without this information, regulators will not be able to include our local findings in proposed discharge limits (e.g., nutrient removal) and the Sanitation District will not have the science available to respond to these proposals. The permit also mandates the Sanitation District to conduct Strategic Process Studies (SPS) that address environmental issues in the receiving environment. This mooring project meets the permit-required SPS criteria. TIMING CONCERNS The Sanitation District OAH mooring is operational, and staff needs continued MBARI support and training to service the mooring and its suite of sensors. RAMIFICATIONS OF NOT TAKING ACTION The Sanitation District will not meet the requirements of its ocean discharge permit to conduct a Special Study on OAH. Sanitation District staff will not be able to effectively service and maintain the OAH mooring. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A Page 2 of 3 CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance OCSD - 47. Sufficient funds have been allocated in the Proposed Fiscal Year 2016-2017 Environmental Laboratory and Ocean Monitoring Capital Equipment Budget (Section 8, Page 103-108). Date of AoDroval Contract Amount Contincencv 07/27/2016 $120,000.00 N/A ATTACHMENT The following attachment(s) maybe viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: • Service Agreement Page 3 of 3 SERVICE AGREEMENT Ocean Acidification and Hypoxia Mooring In Southern California Bight 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 Monterey Bay Aquarium Research Institute with a principal place of business at 7700 Sandholdt Road, Moss Landing, CA 95039-9644 (hereinafter referred to as "MBARI") collectively referred to as the "Parties" or separately as a "Party'. WITNESSETH WHEREAS, based on MBARI's expertise and experience, OCSD wishes to temporarily engage MBARI to provide Ocean Acidification and Hypoxia Mooring In Southern California Bight ("Services") as described in Exhibit"A"; and WHEREAS, MBARI submitted a proposal for Services (attached hereto and incorporated herein by reference as Exhibit"A"); and WHEREAS, on July 27, 2016, the Board of Directors of OCSD, by minute order, authorized execution of this Agreement between OCSD and MBARI; and WHEREAS, OCSD has chosen MBARI to conduct Services in accordance with Ordinance No. OCSD-47; and NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 2. Introduction 1.1 This Agreement and all exhibits hereto (called the "Agreement") is made by OCSD and MBARI. The Terms and Conditions herein exclusively govern the purchase of Services as described in the MBARI's Proposal, attached hereto and incorporated herein by reference as Exhibit"A". 1.2 Exhibits to this Agreement are incorporated by reference and made apart of this Agreement as though fully set forth at length herein. Exhibits to this Agreement are as follows in order of precedence: Exhibit"A" MBARI's Proposal dated May 26, 2016 Exhibit"B" Not Used 1.3 In the event of any conflict or inconsistency between the provisions of this Agreement and any of the provisions of the exhibits hereto, the provisions of this Agreement shall in all respects govern and control. 1.4 This Agreement may not be modified, changed or supplemented, nor may any obligations hereunder be waived or extensions of time for performance granted, except by written instrument signed by both Parties. 1.5 The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any Paragraph or provision hereof. Orange County Sanitation District 1 of 8 Service Agreement 1.6 The term "days", when used in the Agreement, shall mean calendar days, unless otherwise noted as workdays. 1.7 The term "workday". Workdays are defined as all days that are not Saturday, Sunday, or legally observed holidays. Meetings with OCSD staff shall be scheduled from Monday through Thursday between the hours of 8AM and 4PM (exception is operations staff who maintain plant operations 2417 and work a rotated 12-hour shift) and shall conform to OCSD work schedules. OCSD review periods shall not include legally observed holidays. 1.8 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day Monday, Memorial Day Monday, Independence Day, Labor Day Monday, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.9 Work Hours: The work required under this Agreement may include normal Business hours, evenings, and weekends. OCSD will not pay Travel Time. 1.10 MBARI shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided in Section 5, Compensation. 1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by MBARI as a result of work performed in anticipation of purchases of said services by OCSD. 3. Scope of Work Subject to the terms of this Agreement, MBARI shall perform the Services identified in Exhibit"A". MBARI warrants that all of its Services shall be performed in a competent, professional and satisfactory manner. 4. 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. A review of the time required for the modification will be made by OCSD and MBARI and the Agreement period adjusted accordingly. 5. Compensation Compensation to be paid by OCSD to MBARI for the Services provided under this Agreement shall be a total amount not to exceed One Hundred Twenty Thousand Dollars ($120,000.00)for the first year of the Agreement. 6. Payment and Invoicing 6.1 MBARI shall be paid by OCSD upon approval by OCSD Project Manager, George Robertson or his designee, of invoices submitted for tasks completed as outlined in Exhibit "A. OCSD, at its sole discretion, shall be the determining party as to whether the Services have been satisfactorily completed. 6.2 Invoices shall be emailed by MBARI to OCSD Accounts Payable at APStaff(tDOCSD.com and reference the following in the subject line: "INVOICE" and the Purchase Order Number. 7. Audit Rights MBARI agrees that, during the term of this Agreement and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine with reasonable notice any directly pertinent books, documents, and records of MBARI relating to the invoices submitted by MBARI pursuant to this Agreement. 8. Commencement and Term The Services to be provided by MBARI under this Agreement shall commence on August 1, 2016 (Effective Date), and be completed on July 31, 2017. Orange County Sanitation District 2 of 8 Service Agreement 9. Renewals 9.1 OCSD may exercise the option to renew the Agreement for up to four(4) one-year periods based upon the criteria set forth in 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. 9.2 Renewals may be made through the OCSD Purchase Order Process. 10. Extensions The Term of this Agreement may be extended only by written instrument signed by both Parties. 11. Termination 11.1 Either Party may terminate this Agreement for its convenience, with or without cause, in whole or in part, at anytime, by written notice to the other Party(delivered by certified mail, return receipt requested) of intent to terminate. Upon receipt of a termination notice, MBARI shall promptly discontinue all work under this Agreement(unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay MBARI for work performed (cost and fee)to the date of termination and any unrancellable obligations incurred prior to receiving the written notice of termination. MBARI expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Agreement. 11.2 OCSD reserves the right to terminate this Agreement immediately upon OCSD's determination that MBARI is not meeting specification requirements, if the level of service is inadequate, or any other default of this Agreement. 11.3 OCSD may also immediately cancel for default of this Agreement in whole or in part by written notice to MBARI: • if MBARI becomes insolvent or files a petition under the Bankruptcy Act; or • if MBARI sells its business; or • if MBARI breaches any of the terms of this Agreement; or • if total amount of compensation exceeds the amount authorized under this Agreement. 11.4 All OCSD property in the possession or control of MBARI and provided to MBARI by OCSD specifically for the performance of this Agreement shall be returned by MBARI to OCSD upon the termination of this Agreement. 12. Indemnification and Hold Harmless Provision Each Party agrees to save, indemnify, defend and hold harmless the other Party, its officers, employees and agents against any and all liability, claims,judgments, cost and demands, including demands arising from injuries or death of persons and damage to property, arising directly out of the performance of this Agreement but only in proportion to and to the extent such liability, claims, judgments, costs and demands are caused by or result from the negligence or willful misconduct of the indemnifying Party, its employees or agents, in relation to the rendition of Services pursuant to this Agreement 13. Insurance MBARI is a self-insured non-profit organization. MBARI shall maintain, throughout the life of this Agreement and any periods of warranty or extensions, self-insurance in amounts sufficient to full its obligations under this Agreement. Failure to maintain required self-insurance coverage shall result in termination of this Agreement upon written notice of termination as required under Section 11 of this Agreement. MBARI shall provide evidence of insurance to OCSD upon request. Orange County Sanitation District 3 of 8 Service Agreement 14. Ownership of Intellectual Property 14.1 MBARI agrees that the reports delivered by MBARI to OCSD in the performance of the Services detailed in Exhibit"A" of this Agreement(hereinafter referred to as "Deliverables") shall be and are assigned to OCSD as its sole and exclusive property. Notwithstanding the foregoing, MBARI shall retain the unrestricted right to use such Deliverables for academic purposes consistent with MBARI's mission as an academic and research institution. 14.2 "Invention" shall mean any patentable invention conceived and first actually reduced to practice in the performance of the Services detailed in Exhibit"A"of this Agreement. 14.3 Ownership of Inventions. Inventorship shall be determined in accordance with U.S. Patent Law. All rights to Inventions made solely by employees of OCSD shall belong solely to OCSD ("OCSD Invention"). All rights to Inventions made solely by employees of MBARI shall belong solely to MBARI ("MBARI Invention"). All rights to Inventions made jointly by employees of MBARI and employees of OCSD ("Joint Inventions")shall be jointly owned. 14.4 Nothing contained in this Agreement shall be deemed to grant either directly or by implication, estoppel, or otherwise any license under any patents, patent applications, or other proprietary interests to any other invention, discovery, or improvement of either Party 15. Use of Name OCSD agrees that it will not use the names of MBARI or its employees in any advertisement, press release or publicity with reference to this Agreement without the prior written approval of MBARI. MBARI shall have the right to acknowledge OCSD's support of the Services performed under this Agreement in scientific publications and other scientific communications. 16. Independent Contractor Capacity 16.1 The relationship of MBARI to OCSD is that of an independent contractor and nothing herein shall be construed as creating an employment or agency relationship. 16.2 MBARI shall act independently and not as an officer or employee of OCSD. OCSD assumes no liability for MBARI's action and performance, nor assumes responsibility for taxes, funds, payments or other commitments, implied or expressed, by or for MBARI. 16.3 MBARI shall not be considered an agent of OCSD for any purpose whatsoever, nor shall MBARI have the right to, and shall not, commit OCSD to any agreement, contract or undertaking. MBARI shall not use OCSD's name in its promotional material or for any advertising or publicity purposes without expressed written consent. 16.4 MBARI shall not be entitled to any benefits accorded to those individuals listed on OCSD's payroll as regular employees including, without limitation, worker's compensation, disability insurance, vacation, holiday or sick pay. MBARI shall be responsible for providing, at MBARI's expense, disability, worker's compensation or other insurance as well as licenses and permits usual or necessary for conducting the Services hereunder. 16.5 MBARI shall be obligated to pay any and all applicable local, state and federal payroll and other taxes incurred as a result of fees hereunder. MBARI hereby indemnifies OCSD for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising out of MBARI's breach of this provision. 16.6 MBARI shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OCSD's payroll as regular employees. MBARI shall remain ineligible for such benefits or participation in such benefit plans even if a court later decides that OCSD misclass'fiied MBARI for tax purposes. Orange County Sanitation District 4 of 8 Service Agreement 17. Licenses, Permits MBARI 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 Agreement will be paid by MBARI. 18. MBARI's Representations In the performance of duties under this Agreement, MBARI shall adhere to the highest fiduciary standards, ethical practices and standards of care and competence for their trade/profession. MBARI agrees to comply with all applicable Federal, State and local laws and regulations. 19. Familiarity with Work By executing this Agreement, MBARI 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 MBARI 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 MBARI's risk, until written instructions are received from OCSD. 20. Right to Review Services. Facilities. and Records 20.1 OCSD reserves the right to review any portion of the Services performed by MBARI under this Agreement, and MBARI agrees to reasonably cooperate with OCSD's review. 20.2 MBARI shall furnish to OCSD such reports, statistical data, and other information pertaining to MBARI's Services as required to meet the requirements of Exhibit"A". 20.3 The right of OCSD to review the Services shall not relieve MBARI of any obligation set forth herein. 21. 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 Agreement. 22. Severability If any section, subsection, or provision of this Agreement, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Agreement or instrument in the application of such section, 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. 23. Waiver The waiver of either party of any breach or violation of, or default under, any provision of this Agreement, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Agreement or default thereunder. Any breach by MBARI 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. 24. 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. 25. 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 Orange County Sanitation District 5 of 8 Service Agreement 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. 26. Dispute Resolution 26.1 In the event of a dispute as to the construction or interpretation of this Agreement, or any rights or obligations hereunder, the Parties shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect,they shall consult and negotiate with each other in good faith and recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach solution within a period of sixty (60) days, they shall 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. 26.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute may be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator,orthree 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. Arbitration-related costs shall be borne by the parties as follows: 1) the AAA's administrative fees, including the arbitrator fees, shall be borne equally by the parties; 2) the expense of a stenographer shall be borne by the party requesting a stenographic record; 3)witness expenses for either side shall be borne by the party producing or requesting the production of the witness; 4) each party shall bear the cost of its own travel expenses; and 5) all other expenses shall be borne by the party incurring the expense. 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. As an alternative to arbitration, either Party may choose to submit the issues in dispute to the Superior Court for the County of Orange. 27. Damage to OCSD's Property Any OCSD property damaged by MBARI in the performance of this Agreement will be subject to repair or replacement by MBARI at no cost to OCSD. Any MBARI property damaged by the sole negligence of OCSD in the performance of this Agreement will be subject to repair or replacement by OCSD at no cost to MBARI. 28. Smoking Smoking is only allowed in designated areas. Smoking is not allowed in any building, electrically classified area or process area where methane gas may be present. Lack of compliance with OCSD Smoking policy will be cause for removal of offending personnel from the site. 29. Drug-Free Workplace MBARI and all its employees and subconsultants must adhere to the California Drug-Free Workplace Act, Sections 8350 through 8357. 30. OCSD Safety and Human Resources Policies OCSD requires all contractors and consultants to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the MBARI is required to follow the most stringent Orange County Sanitation District 6 of 8 Service Agreement regulatory requirement at no cost to OCSD. MBARI and all their employees and subcontractors, shall adhere to all applicable OCSD Safety and Human Resources Policies found at: OCSD.com, "Doc Central" (bottom of page), under"Safety'. OCSD's Safety Standards and Human Resource Policies are hereby incorporated by reference as though fully set forth herein. 31. Training Certification When required by regulation, certificates of training shall be maintained on-site for the duration of the activity that requires an employee to be certified. Certificates shall be current. Lack of certificates when required will be cause for removal of offending personnel form the site, termination of the Agreement, or both. 32. Assignments MBARI shall not delegate any duties nor assign any rights under this Agreement without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 33. Conflict of Interest and Reporting 33.1 MBARI shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Agreement. 33.2 MBARI affirms that to the best of its knowledge there exists no actual or potential conflict between MBARI's families, business or financial interest or its Services under this Agreement, and in the event of change in either its private interests or Services under this Agreement, it will raise with OCSD any question regarding possible conflict of interest which may arise as a result of such change. 34. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than OCSD and MBARI. 35. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to MBARI, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to MBARI or to its successor, or for breach of any obligation of the terms of this Agreement. 36. 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. 37. Read and Understood By signing this Agreement, MBARI represents that he has read and understood the terms and conditions of the Agreement. 38. 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 Service Agreement 39. Notices All notices under this Agreement must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Any facsimile notice must be followed within three(3)days by written notice. Rejection or other refusal to accept or the inability to deliver because of changed address 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: Ludwig R. Lapus Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 MBARI: Basilio Martinez, CFO Monterey Bay Aquarium Research Institute 7700 Sandholdt Rd Moss Landing, CA 95039-9644 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 Agreement to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Division Manager COMPANY Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 8 of 8 Service Agreement ATTACHMENT "A" MBARI's Proposal dated May 26, 2016 May 26, 2016 Proposal to Orange County Sanitation District(OCSD) from the Monterey Bay Aquarium Research Institute (MBARI) Title: Ocean acidification and hypoxia moorings in the Southern California Bight Proposal period:August 1, 2016-July 31, 2017 Principal Investigator: Francisco Chavez Background Ocean acidification (OA) and hypoxia have been identified as threats to coastal ecosystems along the California coast. Ocean acidification,the slow absorption of fossil fuel derived atmospheric carbon dioxide,has been measured along the California coast and is occurring at about 2-3 pion CO2 per year.This slow uptake is decreasing ocean pH at about the rate of about 0.03 pH units per decade.At the same time oxygen in subsurface waters along the entire west coast is decreasing, most rapidly in the waters that are recruited by upwelling and mixing(40-200 meters depth).The processes causing this decline are several-fold but poorly constrained: 1) increases in surface primary productivity and vertical flux of organic material to depth; 2) a decrease in the ventilation of intermediate waters from higher well-oxygenated waters,and 3) a shallower thermocline and oxycline. Both 'natural"nutrient enrichment processes and/or human induced eutrophication can drive an increase in primary production and vertical carbon flux. A corollary of the decline in oxygen is that carbon dioxide and other inorganic nutrients such as nitrate are increasing.The increase in carbon dioxide acts to further decrease pH. Upwelling of water with higher nitrate further fuels primary production.OCSD oversees the release of treated sewage into the ocean and these treated waters contain nutrients that can fuel primary production,it is of great interest to OCSD to monitor changing ocean chemistry.While local chemical conditions are of interest, knowing if the local patterns are associated with large-scale changes is of great value.Therefore, if the local monitoring is part of a larger scale array,the value of the local effort is greatly increased. Orange County Sanitation District Interest The Orange County Sanitation District(OCSD) discharges highly treated effluent off the southern portion of the San Pedro Shelf As a requirement of its NPDES discharge permit, OCSD and the other large southern California dischargers, conduct an extensive water quality monitoring program that evaluates the potential impacts from this discharge to pH and oxygen in the receiving waters. Both pH and oxygen have compliance limits contained in the California Ocean Plan that all dischargers are required to meet. To better determine local impacts from outfall discharges,the four large southern California dischargers - City of Los Angeles,Sanitation Districts of Los Angeles County, City of San Diego,and OCSD -are all working collaboratively to begin better measurements of pH and oxygen around their local outfalls. This proposed effort is aimed toward assisting OCSD in this endeavor. MBARI Expertise MBARI has been collaborating with the ocean acidification (OA) and hypoxia community to first develop and then deploy small coastal moorings from Monterey Bay to Baja California beginning in 2009.We propose to continue a successful collaboration with OCSD started two years ago. During that time MBARI and OCSD collaboratively built and deployed an OA and hypoxia mooring.Under this proposal we will assist them in building a second mooring and continue support of the existing one.MBARI tasks associated with this proposal are listed below ("deliverables'). DELIVERABLES: 1) Build a mooring controller,power and telemetry system.This includes electronics,software and hardware. 2) Change the mooring telemetry from satellite to cellular. 3) Train OCSD personnel to fully support the mooring including building and calibrating pH sensors,and calibrating the pCOz system. 4) Hosting the data and posting quality control graphs on the internet. 5) Assisting and training OCSD personnel with quality control and data analysis. OCSD will directly purchase the necessary hardware to construct a fully operational buoy with the exception of the elements above.All mooring components,including those provided by MBARI will become the sole property of OCSD. In the ensuing years, MBARI will continue to support OCSD staff as it transitions to full operation of its OA moorings. MBARI tasks will include: 1) Initial data QA of data prior to posting on the web.This includes: a. Diagnostics and b. Summary figures. 2) Hosting OA mooring data. 3) Continuation of OCSD staff training and transfer MBARI data QA techniques to OCSD 4) Providing technical assistance/troubleshooting support as needed. There is no binding commitment from MBARI or OCSD to out years. 0 nw and at y on Moony Sea Level Sea Tavel _ 02 C D pH W.of 71W NiWn SM 161M Inductive 30nn in tr n,ant auster In 6ra M Intlu II2.1dp LYi OWn Do1nI0l ArKhof '1 Figure 1.Proposed schematic of buoy for Orange County Sanitation District Budget Year 1 - $120,000 MBARI OA Mooring Budget Research Technician $31,000 Fringe Benefits $17,670 Supplies $29,300 Travel $1,500 Total Direct Costs $79,470 MTDC $79,470 Indirect Costs 51% $40,530 TOTAL $120,000 OPERATIONS COMMITTEE MaaHngDae TOBd.ofDir. 07/O6/16 07/27/16 AGENDA REPORT ItemNumber Item Number a Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: James E. Colston, Director of Environmental Services SUBJECT: INLAND EMPIRE REGIONAL COMPOSTING AUTHORITY CONTRACT AMENDMENT 2015-2016 GENERAL MANAGER'S RECOMMENDATION Approve Contract Amendment number 4600001879-001 with Inland Empire Regional Composting Authority (IERCA) for the Orange County Sanitation District to 1) use farm bed trailers to transport biosolids to the Inland Empire Regional Composting Facility, and 2) pay to IERCA for biosolids received and processed at a base fee of $55.00 per wet ton, plus an administrative fee of $2.00 per wet ton and any other adjustments provided for in the original. This Contract Amendment shall serve as the first annual renewal of three one-year renewal options of the original agreement in a total annual amount not to exceed $900,000/year for IERCA to receive and compost up to 50 wet tons per day (Monday thru Friday) of OCSD's biosolids. BACKGROUND On June 1, 2015, Orange County Sanitation District (Sanitation District) executed an agreement with IERCA to receive and compost up to 50 wet tons per day of biosolids at a tipping fee of $54 per wet ton and an administrative fee of$2 per wet ton exclusive of trucking costs. The agreement term was for one-year commencing on the date of execution of the agreement, with three one-year renewal options in a total annual amount not to exceed $900,000/per year. IERCA intends to exercise the first annual renewal and section 7.3 of the original agreement to adjust the tipping fee from $54 per wet tons of biosolids to $55 per wet tons of biosolids, which is a $1 per ton increase. The administrative fee of $2 per wet ton of biosolids remains the same. With a hauling fee of$14.99 per ton (services provided by Denali contract executed on May 3, 2016), the total cost is $71.99 per ton. In addition to the fee adjustment, IERCA is requiring the Sanitation District to use farm bed trailers to transport biosolids to the Inland Empire Regional Composting Facility. The Sanitation District's current hauler (Denali) meets the trailer specifications. RELEVANT STANDARDS • Ocean Discharge Permit, NPDES CA0110604 §VI.C.4.b Sludge (Biosolids) Requirements Page 1 of 3 • Resolution No. OCSD 13-03 Biosolids Recycling Policy • Safe beneficial reuse of Biosolids PROBLEM The existing contract agreement between IERCA and the Sanitation District has expired. The Sanitation District is currently not sending biosolids to IERCA's compost facility, which lessens the biosolids management diversity. PROPOSED SOLUTION Approve contract amendment to continue biosolids management diversity and sustainability while supporting a local, in-basin management option. TIMING CONCERNS IECRA provided a contract amendment on June 10, 2016, nine (9)days after the original contract expired on June 1, 2016. Presently, the Sanitation District is not sending biosolids to IECRA. RAMIFICATIONS OF NOT TAKING ACTION The Sanitation District will not be able to utilize this local biosolids management option that is within the basin. PRIOR COMMITTEE/BOARD ACTIONS May 27, 2015 — Approved an Agreement with Inland Empire Regional Composting Authority(IERCA)to receive and compost up to 50 wet tons per day of the Orange County Sanitation District's Class B biosolids. ADDITIONAL INFORMATION N/A CEQA CEQA Analysis Reference: 1) November 7, 2012 Agenda Report - Waste Disposal Agreement with Orange County Waste and Recycling, and May 27, 2015 Agenda Report — Composting Agreement with Inland Empire Regional Composting Authority. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted. (Line item: Section 6, Page 84). Project contingency funds will not be used for this amendment. Page 2 of 3 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Contract Amendment • Original Contract Page 3 of 3 INLAND EMPIRE REGIONAL COMPOSTING A U T H O R I T Y CONTRACT AMENDMENT NUMBER: 4600001879.001 TO CONTRACT NUMBER: 4600001879 FOR THE REUSE OF BIOSOLIDS THIS CONTRACT AMENDMENT NUMBER 4600001879-001, is made and entered into this day of , 2016, by and between the Inland Empire Regional Composting Authority, a Joint Powers Authority, organized and existing in the County of San Bernardino under and by virtue of the laws of the State of California (hereinafter referred to as "Authority"or"IERCF"), and the Orange County Sanitation District("the District')shall revise the Contract as follows: REVISE SECTION 2. BIOSOLIDS TRANSPORTATION AND REUSE, TO READ: Strike all of the current text of Section 2.4; replacing it with: '2.4 The District shall use farm bed trailers to transport Biosolids to the Site. Trailers delivering Biosolids to the Site must meet the following clearance specifications to off-load material into the biosolids hoppers:' Strike all of the current text of Section 2.4.2 (because it is specific to end dump trailers). REVISE SECTION 7. FEE FOR BIOSOLIDS REUSE, TO READ: Strike all of the current text of Section 7.1; replacing it with: "7.1 The District shall pay to the Authority for Biosolids, received and processed, at a base fee of$55.00 per wet ton, plus an administrative fee of $2.00 per wet ton, and any other adjustments provided for in this Agreement. The District shall pay all hauling and transportation-related costs." REVISE SECTION 12, DURATION OF AGREEMENT, ADDING A PARAGRAPH TO READ: Effective with full execution of Contract Amendment Number 4600001879-001, this Agreement will continue in effect for a period of one (more)year; until June 1, 2017. The Parties may, upon mutual written agreement, extend the duration of the Agreement on a year-to-year basis with up to two more annual extensions. Contract Amendment Number 4600001879-001 HD 1 of 2 6/10/2016 AS WITNESS HEREOF, the parties hereto have caused the Contract to be entered as of the day and year written above. INLAND EMPIRE REGIONAL ORANGE COUNTY SANITATION DISTRICT: COMPOSTING AUTHORITY: Jeff Ziegenbein (Date) John Nielson (Date) Project Manager Chair of the Board of Directors Kelly Lore (Date) Clerk of the Board Contract Amendment Number 4600001879-001 HD 2 of 2 6/10/2016 � 1 INLAND EMPIRE REGIONAL COMPOSTING A U T H O R I T Y AGREEMENT NUMBER 4600001879 FOR THE REUSE OF BIOSOLIDS This Agreement, for the Reuse of Biosolids ("Agreement"), dated �,nne (1 2or5. 2015 ("Effective Date"), and is between the Inland Empire Regional Composting Authority (IERCA, or 'the Authority") and the Orange County Sanitation District ("the District"). The Authority and the District are referred to in this Agreement collectively as "the Parties." The Authority is a Joint Powers Authority formed by and between the Inland Empire Utilities Agency (IEUA), a Municipal Water District organized and operating pursuant to the California Water Code Sections 71000, er seq., and County Sanitation District No. 2 of Los Angeles County (LACSD), a special district organized and operating pursuant to the California Health and Safety Code Sections 4700,el seq. The Authority operates the Inland Empire Regional Composting Facility(IERCF) located at 12645 Sixth Street, Rancho Cucamonga, CA 91739 ("the Site").The Authority has all permits and approvals necessary for operation of the Site and desires to reuse Biosolids produced at the District's facilities. I. DEFINITIONS 1.1 Biosolids means municipal sewage sludge resulting from the treatment of wastewater at the District's facilities that is digested and meets Class B and Table 3 quality standards for land application under Part 503 of Title 40 of the Code of Federal Regulations, "Standards for the Use and Disposal of Sewage Sludge" ("Part 503 Rule"), and dewatered to an annual average of approximately 15%total solids or greater. 1.2 State Certified Weigh Station means any truck weigh station permitted by the State of California to certify weights for commerce. 1.3 Weighmaster's Certificates means certificates obtained in accordance with weighing procedures prescribed in Chapter 7(commencing with Section 12700)of Division 5 of the California Business and Professions Code administered by the Division of Measurement Standards of the California Department of Food and Agriculture. 1 2. BIOSOLIDS TRANSPORTATION AND REUSE 2.1 The District shall transport up to approximately 250 wet tons per week, or 50 wet tons per day of Biosolids from its facilities to the Site for composting, Monday through Friday. This quantity is subject to change and may be adjusted by agreement of the Parties. 2.2 Site delivery hours are from 6:30AM to 2:30PM, Monday through Friday. Hours may change at the sole discretion of the Authority. 2.3 In event the District wishes to deliver to the Site sewage sludge that does not meet the Part 503 Rule Class B Biosolids Pathogen Reduction Requirements specific to mean cell residence time and temperature for anaerobic digestion, the District shall notify the Authority within reasonable time and request approval to deliver for compost such material in accordance with applicable legal requirements as detailed in Section 3 of this Agreement. The Authority reserves the right not to accept and process such sewage sludge material at the Site. 2.4 The District shall use end dump trailers or fans beds to transport Biosolids to the Site. End dumps may not have extended aprons on the rear of the trailers. Trailers delivering Biosolids to the Site must meet the following clearance specifications to off-load material into the biosolids hoppers: 2.4.1 All live bottom belt type trailers require a minimum clear distance of 15" between the ground surface and any trailer structure beyond or past the rear tires. This requirement does not apply to any flexible structure like a mud flap. Flexible structures may be removed or re-positioned to allow adequate clearance; 2.4.2 All end dump trailers must possess the required belt trailers clearance in addition to having a minimum clearance of 19" between the ground surface and any fixed trailer structure when the trailer is in the fully raised or in the dumping position. 2.5 The Authority shall compost all Biosolids in accordance with applicable legal requirements as detailed in Section 3 of this Agreement. The Authority may not use any other method of reuse for the Biosolids without the prior written agreement of the District. 2.6 The Authority shall determine and record the total tonnage delivered to the Site. The truck weigh station at the Site is certified by the State and will be used to issue a Weighmaster's Certificate for each load measured. The Authority shall use the Site's measured tonnage for its billing to the District. Weighmaster's Certificates submitted by the Authority will show the certified gross weight of each load in each billing and the certified tare weight of each vehicle. 3. PERMITS AND REGULATORY COMPLIANCE 3.1 The Authority shall obtain and maintain in effect all necessary licenses, Permits, and other approvals legally required in order to perform all activities and operations provided for in this Agreement. The Authority and all processes utilized at the Site shall comply with all applicable local, state, and federal laws, rules, regulations, and pronouncements, including but not limited to the following: 2 3.1.1 The Authority shall perform all activities and operations in accordance with the requirements, as applicable, of the California Regional Water Quality Control Board- Santa Ana Region, California State Water Resources Control Board, including the General Order (General Waste Discharge Requirements for the Discharge of Biosolids to Land for Use in Agricultural, Silvicultural, Horticultural, and Land Reclamation Activities), Parts 257 and 503 of Title 40 of the Code of Federal Regulations (Criteria for Classification of Solid Waste Disposal Facilities and Practices-Application to Land Used for the Production of Food Chain Crops and Standards for the Use and Disposal of Sewage Sludge, respectively), South Coast Air Quality Management District Rule 1133.2. The Authority shall also operate in compliance with all current waste discharge requirements contained in the NPDES permits for the District's facility(s)that serves as the source(s)of Biosolids delivered to the Authority. District shall make their NPDES permit available to the Authority upon request. 3.1.2 The Authority acknowledges that Part 503 of Title 40 of the Code of Federal Regulations is a self-implementing rule and that the Authority's activities and operations performed at the Site must comply with all applicable general requirements of the rule, including, but not limited to: pollutant limits, management practices, operational standards, monitoring,recordkeeping, and reporting.The Authority shall provide all information relevant to the activities and operations at the Sites that the District may need or request to complete NPDES or other permit applications or reports. 3.2 The District shall obtain and maintain in effect all necessary licenses,permits,and other approvals legally required in order to perform all activities and operations provided for in this Agreement. The District and Biosolids-generating processes at its facilities shall comply with all applicable local, state, and federal laws, rules, and regulations and orders, including but not limited to Part 503 of Title 40 of the Code of Federal Regulations. The District may transport to the Site only Biosolids that meet the Class B pathogen reduction requirements of 503.32(b), vector attraction reduction requirements of 503.33(b)(1), and metals concentration limits of 503.13(b)(3)Table 3, unless other arrangement are made per Section 2.3. 4. SITE INSPECTION, MONITORING,RECORDKEEPING,AND REPORTS 4.1 The Authority shall grant the District and its representatives access to the Site during normal business hours to conduct inspections of the composting activities. The District shall likewise grant the Authority and its representatives access to its treatment facilities during normal business hours. 4.2 The Authority shall keep complete and correct daily records of all composting activities, including: the date, the origin, and quantity of each load of Biosolids composted; site management practices; and any sampling and laboratory test results regarding the composting program. The Authority shall grant the District timely access to all such records. Likewise, the Authority shall have timely access to the District's Biosolids records and data demonstrating compliance with all federal,state,and local laws,regulations and orders. 3 4.3 The Authority shall submit monthly reports to the District that demonstrate compliance with all required permits and authorizations. The Authority shall submit the reports within 30 days after the close of each reporting period.The reports must include, at a minimum, a description of all activities and operations performed during the reporting period, the items described in Section 4.2, and a certification that all activities and operations were performed in compliance with all applicable regulations. The Authority shall forward to the District, within five days of receipt or transmission, copies of all correspondence with regulatory agencies in regards to the activities or operations performed at the Site. Similarly, the District shall furnish monthly, annual, and other periodic reports to the Authority detailing and certifying compliance with permits and applicable regulations. The District shall provide all information relevant to its operations that the Authority may need or request to complete regulatory reports or permits. 4.4 The Parties agree to notify one another by no later than the next business day of its receipt of any notice, whether formal or informal, of a legal, governmental, judicial, administrative, or similar proceeding, action, or enforcement, pending or threatened, that may affect its ability to lawfully fulfill obligations of this Agreement. The District shall forward to the Authority, within 5 days of receipt or transmission by the District, copies of all correspondence with regulatory agencies in regards to its Biosolids operations. 4.5 The District shall perform all sampling for any monitoring and laboratory analyses of Biosolids required by any federal, state, or local laws, regulations or orders prior to transporting such Biosolids to the Authority. The Authority shall perform all other monitoring and laboratory analyses required by any federal, state, or local laws, regulations, or orders including, but not limited to, any monitoring or laboratory analysis of Biosolids after receipt by the Authority. 5. COMPOSITION OF BIOSOLIDS The District warrants that all Biosolids released to the Authority will be non-hazardous under Title 22, Division 4.5, Chapter 11, Article 3 of the California Code of Regulations. Neither the District nor the Authority shall add any material to the Biosolids that is classified as hazardous, or which creates by-products or residues classified as hazardous, under federal or state laws,regulations,or orders. 6. INCLEMENT WEATHER 6.1 The Parties shall each provide any facilities necessary to ensure their ability to remove, transport,and compost Biosolids during typical inclement weather. 6.2 The Parties acknowledge that severe weather conditions may reduce or suspend the Parties' abilities to deliver and/or compost Biosolids. If either Party reasonably determines that a reduction or suspension is necessary, the Party shall provide the other Party, to the extent reasonably possible: 1)a 24-hour minimum notice of reduction or cessation of operations; and 2) an estimate of when the operations will resume. See also Section 11,Force Majeure. 4 7. FEE FOR BIOSOLIDS REUSE 7.1 The District shall pay to the Authority for Biosolids received and processed at a base fee of$54.00 per wet ton, plus an administrative fee of$2.00 per wet ton, and any other adjustments provided for in this Agreement. The District shall pay all hauling and transportation-related costs. 7.2 The Authority shall submit invoices to the District on a monthly basis and the District shall make payment to the Authority within thirty(30)days of receipt. 7.3 If the term of this Agreement extends beyond the initial one-year term provided for in Section 12 below,either the District or the Authority may request an adjustment in the fee. 7.4 If during the tern of this Agreement, the Authority incurs a new and unforeseen fee or other cost not previously paid by the Authority, the Authority may request an adjustment in the fee. The Authority shall provide written documentation to the District verifying the increased cost. Rate increases during the current tern will not exceed the annual Consumer Price Index for the Los Angeles-Orange County Metropolitan Area for all urban consumers (CPI-U) available as of the date of the requested rate increase. The annual CPI-U will not be justification for any rate reduction. 8. OWNERSHIP OF BIOSOLIDS 8.1 The District shall retain ownership of all Biosolids during transport, up to and including off-loading of the Biosolids from the District's trucks. The District shall at all times manage, direct, oversee, and/or conduct operations during transport, and is responsible for leakage prevention and spill mitigation, and compliance with all applicable environmental regulations. 8.2 The Authority shall become the owner of all Biosolids delivered to the Site after off-loading and acceptance of the Biosolids from the District's trucks. The Authority shall compost all Biosolids in accordance with this Agreement. The Authority may not use or dispose of the Biosolids in any other manner without written consent from the District. The Authority shall comply with all applicable laws and regulations in connection with the marketing,use,and sale of the composted Biosolids. 9. INSURANCE The District shall require its contractors transporting Biosolids to the Site to obtain and keep in force during the term of this Agreement, at their sole expense, comprehensive general liability insurance with endorsements naming the Authority as an additional insured, covering the transportation of Biosolids in any vehicle whether owned or leased, whether liability is attributable to the District or the Authority. The policy or policies must insure the Authority, its directors, officers, employees, and agents against all claims arising out of or in connection with the activities and operations relating to the transportation and delivery of Biosolids to the 5 Facility. The coverage must provide the following minimum limits, which may be increased during the term of this Agreement as requested by the Authority in writing and agreed to in writing by the District: Automobile Liability: Bodily Injury $5,000,000 each person $5,000,000 each occurrence Property Damage $5,000,000 each occurrence $5,000,000 aggregate General Liability: Bodily Injury $5,000,000 each occurrence $5,000,000 aggregate products and completed operations Property Damage $5,000,000 each occurrence $5,000,000 aggregate Coverage must be provided by an insurer that has at least an "A" Policy Holder's Rating and"X" Financial Rating in accordance with the current Best's Key Rating Guide. 9.1 The Contractor shall provide the Authority with evidence of coverage by providing certificates of insurance and endorsements and,at the Authority's request, copies of all required policies plus all attached endorsements for the Authority's review. 9.2 The Contractor shall demonstrate to the Authority that it carries Workers Compensation Insurance in accordance with legal requirements and Waiver of Subrogation. 10. INDEMNITY In contemplation of the provisions of Section 895.2 of the California Government Code imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement as defined by Section 895 of the Government Code,each Party,pursuant to the authorization contained in Sections 895.4 and 895.6 of the Government Code, hereby agrees to and shall indemnify and hold harmless the other Party,and its elected officials,officers, agents, and employees from and against any and all losses, liability, damages, claims, suits, actions, and administrative proceedings or demands (including reasonable attorney's fees) relating to acts or omissions of the indemnitor, its officers, agents, or employees arising out of or incidental to the performance of any of the provisions of this Agreement. Neither Party assumes liability for the acts or omissions of persons other than each Party's respective officers, agents,or employees. In the event judgment is entered against the Parties because of joint or concurrent negligence of the Parties, or their officers, agents, or employees, an apportionment of liability to pay such judgment shall be made by a Court of competent jurisdiction. This section shall survive termination of the Agreement. 6 11. FORCE MAJEURE Neither the Authority nor the District shall be responsible or liable for failure to meet their respective obligations under this Agreement if such failure is due to causes beyond the Authority's or the District's control. Such causes include, but are not limited to: strikes, fire, flood,civil disorder,acts of God or of a public enemy,acts of the federal government,or any unit of state or local government in either its sovereign or contractual capacity,epidemics,freight embargoes or delays in transportation, and changes in federal, state,or local law that renders the District's Biosolids impermissible for transportation or composting. Each Party shall immediately notify the other Party via email to administrative staff and in writing, in accordance with Section 15,of the occurrence of any condition believed to constitute a force majeure under this section. If a condition of force majeure exists for 30 days or more, either Party may terminate this Agreement by giving notice in writing in accordance with Section 15. The notice will become effective 24 hours after receipt. 12. DURATION OF AGREEMENT This Agreement will be effective on the Effective Date and will continue in effect for a period of one year. The Parties may, upon mutual written agreement,extend the duration of the Agreement on a year to year basis with up to three annual extensions. 13. SUSPENSION,TERMINATION, AND EARLY TERMINATION 13.1 Suspension. The Authority may suspend its receipt of Biosolids if it determines that the District can no longer timely and legally perform the required obligations of this Agreement. Likewise, the District may suspend shipments of Biosolids if it determines that the Authority can no longer timely or legally perform the required services, or if unacceptable conditions exist at the Site.The suspending Party may lift the suspension and allow operations to resume if it determines that any unacceptable conditions have been corrected. 13.2 Termination. Either Party may terminate this Agreement by providing the other Party with a 90-day notice in writing in accordance with Section 15. 13.3 Early Termination. The Authority and the District, by written agreement, may terminate this Agreement at any time. 14. ADDITIONAL PROVISIONS 14.1 Entire Agreement. This Agreement represents the entire agreement and understanding between the Authority and the District as to those matters stated in this Agreement. No prior oral or written understanding is of any force or effect in regard to any matter covered by this Agreement. 7 14.2 Assignment. Neither the Authority nor the District may sell, assign, or sub- contract its interest and/or obligations in this Agreement without the prior written and mutual agreement of the Parties. 14.3 Governing Law. The provisions of this Agreement will be interpreted and enforced in accordance with the laws of the State of California. 14.4 Counterparts. This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 15. NOTICE Except as otherwise required, any notice,payment, or instrument required or permitted to be given under this Agreement will be deemed received upon a signed receipt of personal delivery or 72 hours after deposit in any United States Post Office, registered or certified, postage prepaid and addressed to the Party for whom intended,as follows: TO THE AUTHORITY: Inland Empire Regional Composting Authority Attn:Jeff Ziegenbein 12645 Sixth Street Rancho Cucamonga,CA 91739 TO THE DISTRICT: Orange County Sanitation District Attn:General Manager Post Office Box 8127 Fountain Valley,Ca 92728-8127 [SIGNATURE PAGE FOLLOWS] 8 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By: Tom B amish air fthe Board Directors By: elly Wore Cie 4f the Board of Directors APPROVED AS TO FORM: By: G ral o sel INLAND EMPIRE REGIONAL COMPOSTING AUTHORITY C-2n, Jeff Ziegen ei Project Manager 9 OPERATIONS COMMITTEE Meeting Date To ad.ofDir. 07/06,16 — AGENDA REPORT Item Number Item Number s — Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: PURCHASE OF REPLACEMENT VALVES FOR PLANT NO. 2 DIGESTERS E & H GENERAL MANAGER'S RECOMMENDATION Award a purchase order contract to CS-AMSCO for replacement valves for Plant No. 2 Digesters E & H for a total amount not to exceed $196,104.60. BACKGROUND The Orange County Sanitation District operates and maintains 18 digesters in its gas production and bio-solids handling process at the Huntington Beach facility(Plant No. 2). These digesters undergo routine cleaning and preventative maintenance which includes valve replacement. RELEVANT STANDARDS Biosolids Master Plan, Energy Master Plan • 24/7/365 treatment plant reliability Maintain a proactive asset management program PROBLEM Digesters E & H are scheduled to be cleaned as part of their routine maintenance schedule to increase flows, process efficiency and reliability. In addition to removing the debris and solids accumulated inside the digester, the DeZURIK valves used to control these digesters also need to be replaced to ensure the highest level of process reliability. PROPOSED SOLUTION Taking into account the age and condition of the valves currently in service on E & H digesters, the purchasing and replacement of these valves is highly recommended. CS AMSCO is the designated representative for DeZURIK products in Orange County. TIMING CONCERNS Some of the valves required have a lead time of 8 to 10 weeks. Delaying this order will cause schedule delays with the cleaning & maintenance sequence of the digesters. Page 1 of 2 RAMIFICATIONS OF NOT TAKING ACTION Not replacing inoperable valves may lead to the inability to redirect digester sludge, maintain the digesters, and potential injury to staff when valves become difficult to operate. Failure to replace gas withdrawal valves may impede the reliability of the flow of digester gas that supports the Central Power Generation process. PRIOR COMMITTEE/BOARD ACTIONS May 23, 2007 - approved DeZURIK as a sole source provider (Minute Order No. 11(p)). ADDITIONAL INFORMATION N/A CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. Funding is provided under Division 880, Repairs and Maintenance Materials, FY 2016-2017 budget (Section 6, Page 96). Project contingency funds will not be used for the procurement of these materials. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: • CS-AMSCO-DEZURIK Quotation dated May 26, 2016 Page 2 of 2 WICS-amsco- DEZURIK/ QUOTATION TO: OCSD Date: 512 612 01 6 Attn: Darius Ghazi Quote# 09293SA-DZ Phone: (714)593-7586 Rev 2 Fax: E-Mail: Make Order To: CS-AMSCO 15842 Chemical lane Huntington Beach,CA 92649 FOB: Huntington Beach,CA-Prepay+Add(not to exceed$900) (714)892-4200 Ph Terms: Net 30 Days (714)892.4266 Fax By: Jlia IVARm ANY PURCHASE ORDER ISSUED AS A RESULT OF THIS QUOTATION IS SUBJECT TO ALL OF THE MANUFACTURER'S CONDITIONS AND FINAL ACCEPTANCE BY CS-amsoo Item Quan. Size Description Unit Price Total 1 7 6" 801206(Valve, plug,Flanged,6"); $ 728 $ 5,096 PEC,6,F1,CI,NBR,NBR,S30'NT DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing,with interior coating and 2" OP. WO 143405 2 8 6" 801206(Valve, plug,Flanged,6"); $ 728 $ 5,824 PEC,6,F1,CI,NBR,NBR,S30'NT DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing,with interior coating and 2" OP. WO 143316 3 10 6" 801206(Valve, plug,Flanged,6"); $ 728 $ 7,280 PEC,6,F1,CI,NBR,NBR,S30'NT DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing,with interior coating and 2" OP. WO 143384 4 4 6" 801613(Valve, plug,Flanged,6",chainwheel); $ 1,145 $ 4,580 PEC,6,F1,CI,NBR,NBR,S30'GS-6-CW 8 DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing,with interior coating and Chainwheel Actuator. WO 143384 Page t IN 7 CSamsco/QUOTATION 5 6 6" 801614(Valve, plug,Flanged,6",chainwheel); $ 1,145 $ 6,870 PEC,6,F1,CI,NBR,NBR,S30-GS-6-CW8(90 degree from STD) DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing,with interior coating and Chainwheel Actuator. WO 143384 6 1 6" 801615(Valve, plug,Flanged,6", handwheel); $ 1,002 $ 1,002 PEC,6,F 1,CI,NBR,NBR,S30-GS-6-HD8 DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing,with interior coating and Handwheel Actuator. WO 143384 7 1 6" 801615(Valve, plug,Flanged,6", handwheel); $ 1,002 $ 1,002 PEC,6,F 1,CI,NBR,NBR,S30-GS-6-HD8 DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing,with interior coating and Handwheel Actuator. WO 143382 8 1 6" 801615(Valve, plug,Flanged,6", handwheel); $ 1,002 $ 1,002 PEC,6,F 1,CI,NBR,NBR,S30`GS-6-HD8 DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing,with interior coaling and Handwheel Actuator. WO 143405 9 2 4" 801616(Valve, plug, Flanged,4",chainwheel) $ 812 $ 1,624 PEC,4,F1,CI,NBR,NBR,S30"GS-6-CW 8 DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing ,with interior coating and Chainwheal Actuator. WO 143384 10 4 6" 801617(Valve, plug,Flanged,6", pnue actuator) $ 5,561 $ 22,244 replacement for pin 9257723, pneumatic manual override,regulator,sol,installed PEC,6,F 1,C I,NBR,CR,S30-GS-6-PC8,DXX003, SEH90,4V2111,AFR2,SP DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing,with interior coating and Pneumatic Cylinder Actuator,manual Override, limit switches,Solenoid valve,Air regulator and Speed Control all installed on the valve. WO 143384 Page 2 of 7 CSarmi./QUOTATION 11 1 6' 801618 $ 987 $ 987 KGC,6,HD,F1,S2,SMP,S2-NBR'MN-HDI2-CS DeZURIK Cast Knife gate valve, Heavy Duty, 150#flange drilling, 316SS body 316SS rounded Gate, resilient seat,complete with manual Handwheel and Carbon Steel Super structure. W0143384 12 2 6" 801619 $ 2,044 $ 4,088 PEC,6,F1,CIS,NSR,CR'NT(Rubber lined valve on the doors) DeZURIK Eccentric plug valve,flanged, Cl body Rubber Lined body and plug, and 2"OP. W0143405 13 2 6" 801619 $ 2,044 $ 4,088 PEC,6,Fl,CIS,NBR,CR`NT(Rubber lined valve on the doors) DeZURIK Eccentric plug valve,flanged, Cl body Rubber Lined body and plug,and 2"OP. W0143406 14 1 14" 801620 $ 4,388 $ 4,388 PEC,14,F1,CI,N BR,NBR,S30'GS-12-HD20 DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing,with interior coaling and Handwheel Actuator. W0143405 15 1 14" 801620 $ 4,388 $ 4,388 PEC,14,F1,CI,N BR,NSR,S30'GS-12-HD20 DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing,with interior coating and Handwheel Actuator. W0143316 16 3 8" 801621 $ 1,090 $ 3,270 PEC,8,F1,CI,NBR,NBR,S30'NT DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing,with interior coating and 2" OP. WO 143316 Page 3 of 7 CSamsco/QUOTATION 17 2 8" 801621 $ 1,090 $ 2,180 PEC,8,F1,CI,NBR,NBR,S30'NT DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing,with interior coating and 2" OP. WO 143382 18 2 8" 801621 $ 1,090 $ 2,180 PEC,8,F1,CI,NBR,NBR,S30'NT DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing,with interior coating and 2" OP. WO 143405 19 2 8" 801621 $ 1,090 $ 2,180 PEC,8,F1,CI,NBR,NBR,S30'NT DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing,with interior coating and 2" OP. WO 143405 20 1 4" 801622 $ 411 $ 411 PEC,4,F1,CI,NBR,NBR,S30'NT DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing,with interior coating and 2" OP. WO 143405 21 3 4" 801622 $ 411 $ 1,233 PEC,4,F1,CI,NBR,NBR,S30'NT DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing,with interior coating and 2" OP. WO 143406 22 2 4" 801622 $ 411 $ 822 PEC,4,F1,CI,NBR,NBR,S30'NT DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing,with interior coating and 2" OP. WO 143403 23 2 18" 801623 $ 6,841 $ 13,682 PEC,18,F1,CI,N BR,NBR,S30'GS-12-HD20 DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing,with interior coaling and Handwheel Actuator. WO 143406 Page 4 M] CSamsco/QUOTATION 24 2 18" 801623 $ 6,841 $ 13,682 PEC,18,F1,CI,N BR,NBR,S30-GS-12-HD20 DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing,with interior coating and Handwheel Actuator. WO 143405 25 2 8" 801624(Valve, plug,Flanged,8", handwheel); $ 1,385 $ 2,770 PEC,8,F1,CI,NBR,NBR,S30-GS-6-HD8(One valve was NT and now will be gear actuator) DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing,with interior coating and Handwheel Actuator. W0143405 26 2 8" 801624(Valve, plug,Flanged, 8", handwheel); $ 1,385 $ 2,770 PEC,8,F1,CI,NBR,NBR,S30-GS-6-HD8(One valve was NT and now will be gear actuator) DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing,with interior coating and Handwheel Actuator. W0143382 27 2 14" 801625 $ 8,056 $ 16,112 PEC,14,F1,CI,N BR,NBR,S30"GS-12-PC8, SEH90,4V2111,AFR2 DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing,with interior coating and Double acting Pneumatic Actuator,with Limit switches,Solenoid valves and air regulator. W0143316 28 2 14" 801625 $ 8,056 $ 16,112 PEC,14,F1,CI,N BR,NSR,S30`GS-12-PC8, SEH90,4V2111,AFR2 DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing,with interior coating and Double acting Pneumatic Actuator,with Limit switches,Solenoid valves and air regulator. W O143406 29 1 4" 801626 $ 777 $ 777 CVS,4,250A,F1,DI,DI-S1-S2-NBR"LW (Vertical Line,face to face 11 1/2") DeZURIK/APCO Lever and weight Check valve, Flanged, DI body and disc,Stainless Steel Seat with fusion coating. W0143406 Page 5 of 7 CSamsco/QUOTATION 30 1 4" 801626 $ 777 $ 777 CVS,4,250A,F1,DI,DISl-S2-NBWLW (Vertical Line,face to face 11 112") DeZURIK/APCO Lever and weight Check valve, Flanged, DI body and disc,Stainless Steel Seat with fusion coating. W0143316 31 1 6" 801627 $ 1,008 $ 1,008 CVS,6,250A,F1,DI,DI-S1-S2-NBR'LW (Horizontal Line,face to face 14") DeZURIK/APCO Lever and weight Check valve, Flanged, DI body and disc,Stainless Steel Seat with fusion coating. WO 143316 32 1 14" WO 801629 $ 3,215 $ 3,215 KGC,14,HD,F1,S2,SMP,S2-N BR'MN-H D20-CS DeZURIK Cast Knife gate valve, Heavy Duty, 150#flange drilling, 316SS body 316SS rounded Gate, resilient seat,complete with manual Handwheel and Carbon Steel Super structure. WO 143316 33 1 14" WO 801629 $ 3,215 $ 3,215 KGC,14,HD,F1,S2,SMP,S2-N BR'MN-H D20-CS DeZURIK Cast Knife gate valve, Heavy Duty, 150#flange drilling, 316SS body 316SS rounded Gate, resilient seat,complete with manual Handwheel and Carbon Steel Super structure. WO 143406 34 6 3" 801630 $ 438 $ 2,628 PEC,3,F1,CI,NBR,EPDM,S30'LV(these valves to replace Globe valve with lever operated plug valve) DeZURIK Eccentric plug valve,flanged, Cl body, resilient plug facing (EPDM for hot water),with interior coating and non removable Lever. WO 143403 35 2 3" 801631 $ 8,369 $ 16,738 851608-lB20-2C4-19-POS1-000 DeZURIK/Allagash Control Valve, Cast iron Globe valve, 125#flanged,with 316SS trim and actuator 01-15 direct acting, 1 1/2"travel,3-15 psi WO 143403 Page 6 of 7 CSamsco/QUOTATION 36 1 3" 801631 $ 520 $ 520 CVS,3,250A,F1,DI,DI-S1-S2-NBR'LW (Horizontal Line,face to face 9 1/2") DeZURIK/APCO Lever and weight Check valve, Flanged, DI body and disc,Stainless Steel Seat with fusion coating. WO 143403 37 1 Freight not to exceed $900.00 $ 900 $ 900 Chain You have asked for(12)Valves with 71Chain Wheel,if Chain is required:-Please add the following accordinaly- -Galvanized-(3/16)"Coil-$2.50/ft. Specify how many ft.you need? Notes: 1)Pricing does not include taxes.Terms are 100%Net 30 Days with no retainer allowance. 2)This proposal does not include any flange bolts,nuts,gaskets,valve boxes,floor stands,extension stems,position Indicators,chain wheel chain,or other accessories. 3)quotation is valid for 60 days from above date. Page 7 of 7 CSamsco/QUOTATION OPERATIONS COMMITTEE MaaHngDae TOBd.OfDir. 07/O6/16 07/27/16 AGENDA REPORT Item Item Number 6 Orange County Sanitation District FROM: James D. Herberg, General Manager Ed Torres, Director of Operations and Maintenance SUBJECT: AGREEMENT FOR NATURAL GAS, SPECIFICATION NO. C-2016-778BD GENERAL MANAGER'S RECOMMENDATION A. Approve a purchase order agreement to Constellation NewEnergy—Gas Division, LLC for the purchase of Natural Gas, Specification No. C-2016-778BD for the period August 1, 2016 through July 31, 2017 for a monthly index unit price of $0.039 per Million British Thermal Units (MMBtu)for a total estimated annual cost of$296,000, with four (4) one-year renewal options; and B. Approve unit price contingency of (10%). BACKGROUND Orange County Sanitation District's (Sanitation District's) Central Generation (CenGen) facilities at Plant No's 1 and 2 generate approximately 2/3's of the power required for the treatment plant processes. The engines run primarily on digester gas and supplement with a small amount of natural gas except during summer peak power periods where additional engine at each plant is run on natural gas. The digester gas is available as a useful byproduct of the Sanitation District solids processing, and natural gas is purchased as a bulk commodity from a third-party energy marketing firm and is delivered through regional pipelines owned by Southern California Gas Company. The Sanitation District has utilized gas marketing firms for over twenty-one years to effectively manage the cost of natural gas required for CenGen operation. RELEVANT STANDARDS Ensure that the public's money is wisely spent • Use all practical and effective means for recovering energy Maintain a culture of improving efficiency PROBLEM Present purchase order for procurement and management of natural gas is due to expire on July 31, 2016. Page 1 of 2 PROPOSED SOLUTION Award a new purchase order agreement to Constellation NewEnergy—Gas Division, LLC for the purchase of natural gas. Utilization of natural gas has been an essential tool in controlling overall CenGen operating costs which saves money by reducing electrical power costs principally during summer peak power periods. TIMING CONCERNS The current purchase order is due to expire July 31, 2016. RAMIFICATIONS OF NOT TAKING ACTION If a new purchase order agreement is not awarded before the existing contract expires, a short-term emergency supply arrangement would have to be made with Southern California Gas which could result in increased gas costs. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION A competitive bid was advertised on April 15, 2016. One bid was received on May 24, 2016. The bid was evaluated in accordance with the OCSD policies and procedures. Staff recommends awarding a new purchase order contract to Constellation NewEnergy—Gas Division, LLC for supply of natural gas. The unit cost of$0.039/MMBtu is a decrease from the previous (FY15/16 contract) rate of$0.08/MMBtu. CECIA N/A FINANCIAL CONSIDERATION This request complies with authority levels of OCSD's Purchasing Ordinance. This item has been included in the Operating Budget, Division 830 Utilities (Section 6, p. 84) and Division 840, Utilities (Section 6, Page 88). Dale of Approval Unit Cost Contingency 07/27/16 $0.039/MMBtu(unit price) 10%(unit price) ATTACHMENT The following attachment(s) maybe viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: DRAFT Master Retail Natural Gas Supply Agreement Page 2 of 2 Constellation, MASTER RETAIL NATURAL GAS SUPPLY AGREEMENT This Master Retail Natural Gas Supply Agreement ('Master Agreement D entered into as of Z01 Effective Date")by and between CUSTOMER NAME("Customer")and Constellation tiewEnergy—Gas Di anvision, LLC('CNEG'). CNEG and Customer are sometimes referred to individually as a"Party"and collectively as the"Parties." This Master Agreement sets forth the general terms and conditions governing transactions for the purchase and sale of natural gas and related products and services(each a"Transaction")to one or more of Customers accounts or facilities(each a"Facility")as agreed to from time to time. Each Transaction may be evidenced by a transaction confirmation (each a'TC"). The Parties may further agree to implement certain strategies or related services,the specifics of which will be set forth in a rider executed by the Parties(each a"Rider"). Each TO and Rider shall constitute part of and shall be subject to this Master Agreement. This Master Agreement and each TO and Rider shall constitute a single integrated agreement between the Parties(collectively referred to as the"Agreement"). In the event of a conflict between (i)a TO, (d)a Rider, (iii)the terms and conditions of this Master Agreement, and (iv)any oral agreement of the Parties as to a Transaction, the terms shall govern in the priority listed in this sentence. The Parties intend that they are legally bound by the terms of each Transaction from the moment each Party agrees to those terms,whether(i) via electronic transmission, (11)written record, or(III)orally. Nothing in this Agreement obligates either Party to enter into a Transaction at any time. Any applicable requirement that a Transaction be"in writing"and"signed"shall be deemed to have been satisfied by this Master Agreement, by the Parties' signatures below and their express agreement to these procedures. CNEG shall have the exclusive right to confirm any Transaction by sending Customer a written TO,substantially in the form attached hereto as Exhibit A or otherwise,by facsimile,e-mail or other means. Notwithstanding any provision to the contrary in this Master Agreement,failure to send a TO shall not invalidate a Transaction agreed to by the Parties. If CNEG sends a TO and Customer fails to object in writing to any term in the TC within two(2) Business Days,the TO shall constitute the definitive written expression of the Transaction. "Business Day"means any day except a Saturday,Sunday,or a Federal Reserve Bank holiday and shall open at 8:00 a.m.and close at 5:00 p.m. Eastern Prevailing Time. t. CNEG and Customer Obligations. Natural Gas Supply.CNEG shall sell and supply,and Customer shall purchase and receive,the Contract Quantity for each Facility identified in a TO or Rider. "Contract Quantity"means the quantity of gas to be delivered and received pursuant to a TO. Such deliveries and receipts of natural gas shall be on a Firm, Secondary Firm or Interruptible basis, or otherwise as described in a TC. "Firm"means deliveries and receipts may not be interrupted without liability except for reasons of Force Majeure. "Secondary Firm"means deliveries and receipts will be on a best-efforts basis up to Customer's maximum daily quantity and performance may be interrupted without liability to the extent that one or more of the following conditions are present: (1) Force Majeure; (11) curtailment by the local distribution company owning and/or controlling and maintaining the distribution system required for delivery of gas to the Facility(ies)(the"Utility");(III)curtailment of supply by a natural gas supplier;hi curtailment of storage by a storage provider;(v)curtailment of transportation by a gas gathering or pipeline company, or Utility(each a"Transporter'),transporting gas for CNEG or Customer downstream or upstream of the Delivery Point(s),including,but not limited to,transportation between secondary firm points;(vi)recall of transportation capacity release by its releaser;or(vii)curtailment of gas production behind a specific meter. "Interruptible"means deliveries and receipts may be interrupted at any time for any reason except for Customer's obligation to take and pay for gas it nominates and CNEG's obligation to honor the price set forth in the TC. The terms of any Transaction between CNEG and Customer shall be as set forth on the applicable TC, but CNEG will procure gas from its suppliers on terms CNEG deems appropriate. CNEG holds title to the gas and has the sole responsibility to deliver,or cause to be delivered,the natural gas to the applicable Delivery Point. Title shall pass to Customer at the Delivery Point and Customer shall have the sole responsibility for transporting the gas from the Delivery Point. "Delivery Point"means the city gate interconnection between the Utility and the upstream Transporter or such other delivery point(s)as are agreed in a TC. However,to the extent that Customer owned transportation capacity is used to deliver natural gas to the Customer,the Delivery Point shall be the receipt point of such capacity. Failure to Deliver or Receive.The sole and exclusive remedy of the Parties in the event of a breach of an obligation to deliver or receive gas shall be the following: (a) If CNEG fails to deliver gas (other than Interruptible)for a reason other than Customers breach,CNEG shall pay Customer the"Replacement Cost,"which is the amount Customer actually pays to replace the undelivered Contract Quantity less the amount Customer would have paid under this Agreement for such Contract Quantity. (b) If Customer fails to receive gas (other than Interruptible)for a reason other than CNEG's breach,Customer shall pay CNEG the"Revenue Loss,'which is the amount that CNEG would have received for the sale of the unreceived Contract Quantity pursuant to this Agreement less(i)the amount actually received by CNEG in an alternate sale,plus any incremental costs,or(it)if no alternate sale takes place,the amount CNEG would have received by reselling such Contract Quantity at spot market prices at or near the Delivery Point(s), as determined by CNEG in a commercially reasonable manner. CNEG and Customer shall exercise commercially reasonable efforts to mitigate any Revenue Loss or Replacement Cost,respectively. If the calculation of the Replacement Cost or Revenue Loss results in a negative number,then the amount shall be deemed to equal zero. Nominations.The Parties shall coordinate nomination activities,giving sufficient time to meet the deadlines of the affected Transporter(s). If Customer or the Utility fails to provide CNEG with a usage nomination for any month in a timely manner,CNEG(i)may establish a nomination for such month in a commercially reasonable manner based on Customers historical usage data available to CNEG,and III)shall have the right to use and rely on such nomination unless notified otherwise by Customer or the Utility. If a Party becomes aware that actual deliveries are greater or lesser than the quantity of gas confirmed by a Transporter for movement,transportation or management,the Party shall promptly notify the other Party.Usage nominations may be made orally, in writing,by facsimile or by electronic means. Imbalances.The Parties shall use commercially reasonable efforts to avoid imposition of any fees,penalties,cash-outs,costs or charges(in cash or in kind)assessed by a Transporter for failure to satisfy balancing and/or nomination requirements('Imbalance Charges"). If either Party receives an invoice from a Transporter that includes Imbalance Charges, the Parties shall determine the validity and cause of such Imbalance Charges. The Party causing the imposition of the Imbalance Charges will be responsible to pay such Imbalance Charges. Transporter Restrictions.If either Party receives an operational Flow order or any other usage or operating instructions,restrictions or similar notice(each an'OFO")from a Transporter requiring action to be taken in connection with the flow and/or consumption of gas covered by this Agreement,such party will use commercially reasonable efforts to notify the other party of such event in a timely manner.Such notice may be given by electronic means. Each Party will take all commercially reasonable actions required by the OFO within the time prescribed. If OFO penalties, charges,fees,costs or expenses result from the actions or inactions of one Party,then such Party shall be solely responsible for any such penalties,charges,fees,costs or expenses. Both parties agree that OFOs may require one or both parties to buy or sell gas quantities in the then-current market conditions,which may be appreciably higher or lower than the original pricing. If CNEG is responsible for nominations Papered Standard I QIEGX)Ll'R Page 1 I Version 32.16 4Q016 fmshMro�Fne�py Resaoces.If L.P➢�d resemd. and balancing on a Transporter imposing an OFO or similar restriction,CNEG may(but is not required to)increase or decrease nominations, as appropriate,to avoid penalties. 2. Term of Master Agreement.The term of this Master Agreement will commence on the Effective Dale and, unless terminated earlier as provided in this Master Agreement,will continue until terminated by either Party upon thirty(30)days prior written notice to the other Party; provided any TC or Rider will continue to be governed by this Master Agreement until the TC or Rider has been separately terminated or expired. Tern of TC.Each TC or Rider shall set forth the applicable"Delivery Period"or term during which deliveries of natural gas are to be made and/or services are to be provided.CNEG shall not be liable for any failure to enroll or drop a Facility by any applicable start and end dates) set forth in the TC or Rider due to circumstances beyond its control. 3. Information and Authorization. Customer hereby authorizes CNEG to take such actions CNEG deems necessary to enroll each Facility with the Utility and to be served by CNEG and to otherwise meet CNEG's obligations under the Agreement,including executing on Customers behalf any documents necessary to effectuate any Facility enrollment or election, undertaking the management of any storage or transportafon capacity allocated to Customer by the Utility or other transporters,disposing of storage balances,adding or deleting Facilily(ies) as necessary, receiving usage nominations from the Utility relafing to Customers natural gas requirements, and other similar documents. Customers signature on this Master Agreement constitutes Customer's written authorization for CNEG to obtain from time to time from the applicable Utility all current and historical natural gas billing, usage data and other related information. Customer shall take any actions, execute any documents and shall provide to CNEG any information as CNEG may reasonably require. 4. Billing and Payment. Billing.Customerwill be billed for nalurel gas usage and related products and services supplied under the Agreement in one of the following ways based on availability and eligibility of each Facility, which may change from time to time: (a) Dual Billing: Customer will receive two invoices, one from CNEG for the natural gas supply and one from the Utility for the amounts payable by Customer for services provided by the Utility("Delivery Charges");(b)CNEG Consolidated Billing:Customer will receive one invoice from CNEG that includes both the natural gas supply charges and the Delivery Charges. In the case of CNEG Consolidated Billing, Customer agrees that (i) Customer remains exclusively liable to the Utility for all Delivery Charges, (ii) CNEG has no obligation to review Delivery Charges for accuracy, (III) should Customer dispute Delivery Charges,that is a matter for Customer and the Utility to resolve without any involvement or obligation on the part of CNEG,and(iv)CNEG may withhold any payments due to the Utility if Customer fails to pay CNEG invoices in accordance with this Master Agreement. Taxes. Customer shall pay all federal, state, municipal and local taxes, duties, fees, levies, premiums or other charges imposed by any governmental authority, directly or indirectly, on or with respect to the natural gas and related products and services provided under the Agreement, including without limitation any production, severance or ad valorem taxes, and including any taxes enacted after the Effective Date (collectively, 'Taxes"). The term "Taxes" shall include any amounts imposed on Customer directly or on CNEG in its function as Customers supplier,and that are associated with the supply of gas to Customer(in which case the Customer shall be responsible to reimburse CNEG for such amounts). If Customer is exempt from any Taxes, Customer shall provide CNEG with any state and/or local exemption certificate prior to the issue date of Customers first invoice. All Taxes invoiced to Customer under this Agreement will be included on the invoice or in the applicable fixed price as allowed by Law. Estimates. CNEG's ability to invoice Customer is dependent on the Transporters ability to furnish CNEG with all necessary information, including Customers metered usage. When there is a delay in receiving information from the Transporter,CNEG will,to the extent necessary, estimate charges and credits for a billing period and reconcile such estimates against actual charges and credits in a future Invoice(s).Each invoice is also subject to adjustment for errors in arithmetic,computation, meter readings or other errors. Interest shall not accrue on such adjustments. Payment.All amounts set forth in an invoice are payable to the Party issuing the invoice and will include,in addition to the natural gas supply charges, Delivery Charges,and Taxes,all other amounts related to the purchase and delivery of natural gas.CNEG's invoices will be sent to Customer in accordance with CNEG's normal billing cycle,as adjusted from time to time. CNEG's invoices are due and payable on the tenth (101h)day after the date of invoice or such other date as set forth in a Rider(the"Payment Date")without offset or reduction of any kind,to the address set forth on the invoice. Invoices not paid on or before the Payment Date will accrue interest daily on outstanding amounts from the Payment Date until paid in full,at the lesser of 1.5%per month or the highest rate pernitted by law. Pricing Structures."Contract Price"means the price for gas as set forth in the applicable TC or Rider. To the extent(a)there are beginning of the month nominated volumes where the price is not fixed,(b)a Facility requires additional natural gas quantities in excess of the nominated or fixed quantities set forth in a TC or Rider,or(c)a Facility continues to receive natural gas from CNEG beyond the Delivery Period(where such deliveries will be considered month to month),all such natural gas will be priced at Market Price unless otherwise set forth in a TC or Rider. "Market Price"means a price comprised of(1)the spot commodity cost of gas as determined by CNEG in its reasonable discretion, (ii) all related interstate and intrastate pipeline charges required to deliver gas to the Delivery Point, and (III) a reasonable market based margin. Market Price does not include any applicable Utility charges,including but not limited to Utility or pipeline balancing charges,unless otherwise agreed upon. Market Disruption. If the Contract Price is based in whole or in part upon a specified index and a Market Disruption Event occurs on a day on which the relevant source published or was to publish the relevant price, then the Parties shall negotiate in good faith to agree on an alternative method of determining the Cortmct Price. A"Markst Disruption Event" is any one of the following: (a)failure of the specified index to announce or publish information necessary for determining the Contract Price;(b)the failure of trading to commence orthe permanent discontinuation or material suspension of trading in the relevant options contract or commodity on the exchange or market acting as the specified index;(c)the temporary or permanent discontinuance or unavailability of the index; (d)the temporary or permanent closing of any exchange acting as the specified index;or(a)a material change in the formula for or the method of determining the relevant price component. Price Locks.Unless otherwise set forth in a TC or a Rider,Customer can request to lock in the commodity price for any month(s)at any time during the Delivery Period, prior to 12:00 p.m. EST/EDT on the final day of NVMEX last day settlement for each applicable delivery month. Commodity purchase/sale prices exclude pipeline and Utility distribution charges. Customer also has the right to lock basis at a fixed price and at predetermined volumes. Basis includes interstate and intrastate pipeline transportation but does not include the commodity cost or the Delivery Charges. 5. Adeauate Assurance. If CNEG has reasonable grounds: (i)to believe that Customers creditworthiness has become unsatisfactory;or(it) Papered Bbndmd I CNEGICxx Page 2 l Vernon 32.16 4Q016 ExW Resaoces,IfL.P➢rd reeemd. for insecurity with respect to Customer's performance under the Agreement, CNEG may demand, in writing,adequate assurance of future performance from Customer in a form, in an amount, from an issuer, and for a term, all as reasonably satisfactory to CNEG ("Adequate Assurance"). To satisfy a demand,Customer shall provide Adequate Assurance to CNEG within three(3)Business Days of the date of the written demand. If at any time CNEG requires Customer to prepay for gas, then (1) CNEG shall be under no obligation to deliver gas if Customer fails to pay any prepayment by its due date,and(it)in the event the aggregate cost of any quantities of gas required by Customer in a month in excess of the scheduled nominated quantities exceeds $15,000.00, Customer shall pay CNEG the aggregate cost of such quantities within three(3)Business Days of CNEG's request for payment. 6. Event of Default.An"Event of Default"means any one of the following: (a)Customer's failure to make,when due,any payment required under the Agreement if not paid within five(5)Business Days(or such longer period required by applicable law)following written notice to Customer that a payment is past due; (b)any representation or warranty made by a Party in the Agreement is false or misleading in any material respect when made or ceases to remain true in all material respects during the lens of the Agreement, if not cured within five(5) Business Days after written notice from the other Party;(c)Customer fails to provide the Adequate Assurance as provided in this Agreement; (d)the failure by a Party to perform any material obligation set forth in this Agreement(other than the events that are otherwise specifically covered as a separate Event of Default hereunder or a failure to deliver or receive gas)which is not cured within five(5)Business Days after receipt of written notice thereof; or(a)a Party: (i) makes an assignment or any general arrangement for the benefit of creditors; (ii) has a liquidator,administrator,receiver,trustee,conservator or similar official appointed for it or any substantial portion of its property or assets(iii) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy,insolvency,reorganization or similar law for the protection of creditors,or has such petition filed against it;(iv)otherwise becomes bankrupt or insolvent (however evidenced); (v) is unable to pay its debts as they fall due; or (vi) is dissolved (other than pursuant to a consolidation,amalgamation or merger). 7. Remedies Upon Event of Default. If an Event of Default occurs with respect to a Party(the"Defaulting Party'),the other Party(the"Non. Defaulting Party")may,in its discretion,at any time,(i)withhold any payments or suspend any deliveries hereunder and/or(it)terminate the Agreement in whole or solely with respect to those Facility(ies) adversely affected by such Event of Default, upon written notice to the Defaulting Party setting forth the effective date of termination (the"Early Termination Date").The Early Termination Dale for any Facility located in New Jersey shall be no less than thirty(30)calendar days from the date of writer,notice of termination. Further,if Customer is the Defaulting Party, then CNEG may, without waiving any rights or remedies it may have, to the extent applicable, remove Customer from CNEG's managed balancing and/or storage pools and/or apply any storage balance at prevailing market prices as an offset against the amount owed to CNEG by Customer. If this Agreement is terminated, the Non-Defaulting Party will in good faith calculate a termination payment as set forth below and the owing Party shall pay such amount within three(3)Business Days of receipt of notice of the amount due. The Parties acknowledge and agree that any termination payment under the Agreement constitutes a reasonable approximation of harm or loss, and is not a penalty or punitive in any respect. The remedies under this Section 7 are the sole and exclusive remedies of the Non- Defaulting Party with respect to the occurrence of any Event of Default. As of the Early Termination Date, the Non-Defaulting Party shall determine: (i)the difference between the Contract Value and the Market Value, such that the difference shall be due to the Customer if the Market Value exceeds the Contract Value and to CNEG if the opposite is the case; (11)the Non-Defaulting Party's Costs; and (Ili)the amount owed (whether or not then due) by each Party with respect to all gas delivered and received. The Non-Defaulting Party shall net or aggregate, as appropriate, any and all amounts owing between the Parties under this Section,so that all such amounts are netted or aggregated to a single liquidated amount payable by one Party to the other. "Costs" means, with respect to the Non-Defaulting Party, brokerage fees, commissions and other similar transaction costs and expenses reasonably incurred by such Party as a result of the Event of Default. The"Contract Value" shall be the Contract Price multiplied by the amount of gas, as determined by the Non-Defaulting Party,that would have been delivered under each terminated Rider or TC, had it not been terminated early(the"Terminated Volumes"). The"Market Value"shall be the amount,as of the Early Termination Date,a third party would pay for the Terminated Volumes at the Delivery Points)at current market prices.The Non-Defaulting Party may determine the Markel Value of a terminated transaction by reference to information either available to it internally or supplied by one or more third parties including, without limitation, any or all of the settlement prices of NYMEX gas futures contracts, quotations from leading dealers, energy swap agreements or physical gas trading markets,similar sales or purchases,and any other bona fide offers from either third parties or affiliates of the Parry, all as commercially available to the Party and adjusted for the length of the term and differences in transportation costs and other factors,as the Party reasonably determines.The Non-Defaulting Party shall not be required to enter into a replacement transaction in order to determine or be entitled to a termination payment. 8. Chance In Law.CNEG may pass through or allocate,as the case may be,to Customer any increase or decrease in CNEG's costs related to the natural gas and related products and services sold to Customer that results from the implementation of new, or changes (including changes to transportation rates)to existing, Laws, or other requirements or changes in administration or interpretation of Laws or other requirements.-Law"means any law,rule,regulation,ordinance,statute,judicial decision,administrative order,Transporter business practices or protocol, Transporter tariff, or rule of any commission or agency with jurisdiction in the state in which the Facility(ies) is located. Such adjusted amounts will be included in subsequent invoices to Customer. 9. Representations and Warranties.Each Party warrants and represents to the other(now and deemed repeated by each Party on each date on which a TC or Rider is executed or deemed accepted)that: (i)it is duly organized,validly operating and in good standing under the laws of thejurisdiction of its formation;di)it is authorized and qualified to do business in the jurisdictions necessary to perform under the Agreement; (iii) execution, delivery and performance of the Agreement are duly authorized and do not violate any governing documents or any of its contracts or any applicable Law;(iv)there is no material event(s)or agreement(s)which would impair that Party's right,authority or ability to execute the Agreement and otherwise perform under the Agreement;and(v)it has the knowledge and experience to evaluate the merits and risks associated with the Agreement. Furthermore,Customer warrants,represents and covenants that:(i)the data given and representations made concerning its Facility(ies)are true and correct(ii)it is entering into this Agreement to purchase its natural gas requirements only and not for speculative or resale purposes; and that the natural gas purchased under this Agreement will be consumed at the Facility(ies);(Hi)it is the party of record of the Facility(ies), or if it is not the party of record,it has the authority to enter into and bind its principal to the Agreement;IN)if any Transaction hereunder gives Customer the night to adjust the Contract Quantity,or to require CNEG to provide some other quantity of gas,Customer's election to exercise such right is based predominantly on supply and demand factors related to Customers business; and (v) if Customer is a Governmental Entity, it will not claim immunity on grounds of sovereignty or similar grounds from enforcement of the Agreement. If it is a Governmental Entity, Customer covenants to obtain all necessary budgetary approvals, appropriations and funding for all of its obligations under this Papered: Standard I GTIF.QCN( Page 3 l Varian 32.16 pro16 EwWtm, ,trc Arhsrx—d. Agreement, the failure of which shall not be an excuse for Governmental Entity's performance or failure to perform hereunder and upon request will provide proof of such authority. 'Governmental Entity" means a municipality, county, governmental board, governmental department,commission,agency,bureau,administrative body,joint action agency,court or other similar political subdivision(including public school districts or special purpose district or authority),or public entity or instrumentality of the United States or one state. 10.Force Majeure. Notwithstanding any other provision of this Agreement, where a Party is unable to carry out any obligation under the Agreement due to a Force Majeure event(other than a payment obligation,which will not be excused for Farce Majeure),the Agreement will remain in effect but such obligation will be suspended for the period necessary as a result of the Force Majeure,provided that:(i)me Claiming Party gives the other Party, as soon as possible, written notice describing the particulars of the Force Majeure; (ii) the suspension of performance is of no greater scope and of no longer duration than is required by the Force Majeure; and (III) the Claiming Party uses commercially reasonable efforts to remedy its inability to perform. "Force Majeure means an event that is not within the reasonable control of the Party claiming Force Majeure("Claiming Party'), and that by the exercise of due diligence,the Claiming Party is unable to overcome the event in a commercially reasonable manner,and such event will not be deemed a breach or default under the Agreement. Force Majeure includes,but is not limited to,acts of God;fire;war;terrorism;flood;earthquake;civil disturbance;sabotage;facility failure;strike;curtailment, disruption or interruption of supply by a supplier or distribution or transportation by a Transporter(including without limitation as the result of an OFO);declaration of emergency by a Transporteds);regulatory,administrative,or legislative action,or action or restraint by court order or governmental authority; or any act or omission of a third party not under the control of the Claiming Party (including without limitation the Utility). 11.Indemnification. Before tiffe passes to Customer at the Delivery Point CNEG shall, and after title passes at the Delivery Point Customer shall, defend, indemnify and hold harmless the other Party and all its affiliates, and all of their respective officers, directors,shareholders, associates,employees,agents,representatives,successors and assigns,from and against all claims,losses,expenses(including reasonable attorneys'fees and court costs),damages,demands,judgments,causes of action or suits of any kind,including but not limited to,claims for personal injury,death,or property damage,to the extent arising out of or related to this Agreement("Claims"). 12.LIMITATION OF LIABILITY.NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT TO THE CONTRARY,THE ENTIRE LIABILITY OF EACH PARTY FOR ANY AND ALL CLAIMS WILL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUBJECT IN ALL CASES TO AN AFFIRMATIVE OBLIGATION ON THE PART OF EACH PARTY TO MITIGATE ITS DAMAGES,AND NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION,LOST OPPORTUNITIES OR LOST PROFITS NOT CONTEMPLATED BY THE TERMINATION CALCULATION IN SECTION 7 ABOVE. Customer acknowledges and agrees that the Utility is exclusively responsible for the gas distribution and delivery system,that CNEG has no independent control over the Utility's systems and will have no liability for any of the Utility's acts or omissions. 13.DISCLAIMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT NO WARRANTY, DUTY, OR REMEDY,WHETHER EXPRESSED, IMPLIED, OR STATUTORY, IS GIVEN OR INTENDED TO ARISE OUT OF THIS AGREEMENT EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, AND CNEG SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. 14.Waiver and Severabllily. Failure to provide notice of,or object to,any default under this Agreement will not operate or be construed as a waiver of any future default,whether like or different in character. If any portion of this Agreement,or application thereof to any person or circumstance,is held legally invalid,the remainder will not be affected and will be valid and enforced to the fullest extent permitted by law and equity, and there will be deemed substituted for the invalid provisions such provisions as will most ready carry out the mutual intent of the Parties as expressed in this Agreement to the fullest extent permitted by applicable Law; provided, however,that this severe lity provision will not be applicable if any provision of Sections 6 and 7 of this Master Agreement(or any definition or provision in this Agreement to the extent it relates to,or is used in connection with,such sections)is held invalid or unenforceable. 15.Assignment. Customer may assign all its rights and obligations under this Agreement; ro>�(a)it gives CNEG forty-five(45)days prior written notice of its intent to do so; (b)the assignee satisfies in full CNEG's credit requirements; (c)the assignee assumes in writing all of Customers obligations under the Agreement; and (d) Customer continues to be liable for performance, including payment for goods and services received,prior to the assignment date.CNEG may assign,sell,pledge,transfer,or encumber any of its rights and obligations under this Agreement or the accounts, revenues,or proceeds hereof to:(a)a bank,insurer or other financial institution; or(b)any person or entity (i)succeeding to all or substantially all of CNEG's assets or business or the division or region of CNEG to which this Agreement relates or(it) into which CNEG is merged or otherwise combined or reorganized; provided(with respect to this clause(b))the succeeding entity agrees to be bound to the Agreement;or(c)any affiliate of CNEG. 16.ConfidenlialiN. Each Party agrees to keep all terms and provisions of this Agreement and all communication provided in connection with this Agreement, including the pricing offered to Customer,confidential to the extent not otherwise publicly available and not to disclose them to any third parties without the prior written consent of the other Party,except as necessary to perform its obligations under this Agreement or as otherwise required by Law. Each Party may disclose such information to its affiliates and to its affiliates'employees, agents, advisors, and on a need to know basis, to its independent contractors, provided each such recipient agrees to hold such information in the stddeat confidence. CNEG may disclose information respecting Customer to third parties that are representing Customer in the purchase of gas or related services.Furthermore,CNEG may make such other disclosures to third parties of information,including aggregate consumption data, provided they are in a manner that cannot be reasonably expected to specifically identify Customer. If disclosure of confidential information is sought through a court,or a state or federal regulatory agency or other legal compulsion,the Party receiving such request will notify the other Party immediately to afford it the opportunity to appose such disclosure via a protective order or other relief as may be available and will provide reasonable support. 17.Choice of Law,Vanua.Attorney Foes and Expenses.This Agreement will be governed and interpreted in accordance with the laws of the State of New York,without giving effect to conflict of law principles. TO THE EXTENT ALLOWED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OR TO INITIATE OR BECOME A PARTY TO ANY CLASS ACTION CLAIMS IN RESPECT OF ANY ACTION,SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.If either Party pursues court action to enforce its rights under this Agreement,the non-prevailing Party shall promptly reimburse the prevailing Party for all its reasonable attorney fees,expenses and costs. 18.Miscellaneous. The Agreement embodies the Parties' entire agreement and understanding and may not be contradicted by any prior or contemporaneous oral or written agreement. Notwithstanding any provision to the contrary in a prior agreement,the Parties agree that this Paparrd: Standard �l cNEDxxx Page 41 Manion 32.16 42016 F Wnesa ,1iMW.re:erval. Master Agreement shall supersede and replace all prior written and oral agreements or arrangements between the Parties with respect to the purchase and sale of gas and related services and that all transactions under any such prior agreements)are,as of the Effective Date,now governed solely by the terms of this Master Agreement and shall be Transactions hereunder and a part of the single integrated agreement between the Parties. A facsimile or e-mailed copy of either Partys signature will be considered an original for all purposes under this Agreement,and each Party will provide its original signature upon request.No purchase order,or any amendment or edit to this Agreement, will be valid or given any effect unless signed by both Parties or expressly contained in a TC deemed accepted pursuant to the procedures set forth herein. The applicable provisions of this Agreement will continue in effect after tennination or expiration hereof to the extent necessary,including but not limited to providing for final billing,billing adjustments and payments,limitations of liability,the forum and manner of dispute resolution, and with respect to any indemnification obligations under the Agreement. The section headings used in this Master Agreement are for reference purposes only and will in no way affect the meaning of the provisions of the Master Agreement. The Parties acknowledge that any document generated by the Parties with respect to this Agreement, including this Agreement, may be imaged and stored electronically and such imaged documents may be introduced as evidence in any proceeding as if such were original business records and neither Party shall contest their admissibility as evidence in any proceeding.The rights,powers,remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers,remedies and privileges provided by Law. CNEG shall have the right to set-off and net against any amounts owed to it under the Agreement,including without limitation any early termination payment,any amounts owed by CNEG to Customer under the Agreement or any other agreement between the Parties, including without limitation any Adequate Assurance. Except for Section 11 above, no third party will have any rights under this Agreement whatsoever and Customer will be fully responsible for any compensation owing any third party represenfing Customer in connection with this Agreement and will indemnify,defend and hold harmless CNEG from all related Claims.To the extent Customer is represented by a broker,agent,association or other third party (collectively, "Br ), Customer acknowledges and understands that: (i) CNEG may be making a payment to Broker in connection with Broker's efforts to facilitate Customer and CNEG entering into a Transaction; (it)unless otherwise noted,the Contract Pace reflects the fee, if any, paid to Broker, and (III) Broker is acting on Customer's behalf as Customer's representative and is not a representative or agent of CNEG. Customer further authorizes CNEG to utilize Customer's name for publicity and marketing purposes. 19.Affirmation:Acknowledgements.Customer affirms that it has read this Agreement in its entirety and it agrees to the terms and conditions contained herein. Any ambiguity or question of intent or interpretation under this Agreement will be construed as if drafted jointly by the Parties,and no presumption or burden of proof will arise favoring or disfavoring either Party by virtue of the authorship of any of the provisions of this Agreement. The Parties acknowledge and agree that: (i) CNEG is an independent contractor under this Agreement and except as otherwise explicitly provided in this Agreement,neither Party has the authority to execute documents that purport to bind the other,and nothing in this Agreement will be construed to constitute a joint venture, fiduciary relationship, partnership or other joint undertaking; III)TCs and Riders entered into hereunder will constitute"forward contracts and/or"swap agreements"under the U.S. Bankruptcy Code, as amended, the rights of the Parties under Section 7 above will constitute contractual rights to liquidate them,and the Parties are entities entitled to the rights and protections afforded to"Forward contracts"and "swap agreements"by the U.S. Bankruptcy Code; (III) CNEG is not Customer's consultant or advisor for any purpose including advice regarding the value or advisability of trading in"commodity interests"as defined in the Commodity Exchange Act, 7 U.S.C. §§ 1-25, at seq., as amended (the "CEA"), including futures contracts and commodity options or any other activity which would cause CNEG or any of its affiliates to be considered a commodity trading advisor under the CEA;(iv)each Party is an"eligible contract participant"as that term is defined in the CEA;and (v)Customer is making its own decisions based solely upon its own analysis and the advice of as own advisors,if any. 20.Notices. To be effective, all notices must be in writing delivered by hand, by certified mail return receipt requested, by first class mail, or W.—Press carrier to the addresses provided in this Agreement. CNEG shall send invoices and TCs to the notice address provided herein unless otherwise directed by Customer. Notice by hand delivery shall be effective on the date it is delivered. Notice by certified mail,return receipt requested, by that class mail,or express carrier shall be effective on the date that mail is delivered or its delivery is attempted.A Party may change its address by providing notice of change in accordance herewith or by other means agreed by the Parties. CNEG Notice Informatlon Customer Notice Informal 9960 Corporate Campus Drive,Suite 20M Legal Notice Information Louisville,KY 40223 Attention: Title: Phone:(502)42"500 Address: Facsimile:(502)2148381 Phone: Facsimile: Email: For Invoices fi(different from Notice Information) Attention: Title: Address: Phone: Facsimile: Email: For Transaction Confirmations(if different from Notice Information) Attention: Title: Address: Phone: Facsimile: Email: (SIGNATURES FOLLOW ON NEXT PAGE) Papered: Standard ouNFLOvil I CNEG)0WC Page 5 l Wool 32.16 C20161M5@Nmn Ei Res—,=A 1,y.rii EXHIBIT A—FORM OF TRANSACTION CONFIRMATION' 'The actual Transaction Confirmation entered into between Customer and CNEG may differ from this form to reflect state regulatory and other localrequirements and terms applicable to the Facility. This Form of Transaction Confirmation is forillusbativepurposes only and CNEG reserves the right to alter its form of Transaction Confirmation at any time. This Transaction Confirmation is delivered pursuant to and in accordance with a Master Retail Natural Gas Supply Agreement effective , 20_ (the "Master Agreement'), by and between Constellation NewEnergy — Gas Division, LLC ("CNEG") and ("Customer"),and is subject to and made part of the terms and conditions of such Master Agreement. Capitalized terms used herein but not defined will have the meanings ascribed to them in the Master Agreement. Trade Date: Facility Name: Delivery Period: Deal Tyne: Nature of Parties'Obligation: Contract Quantity/Price: Monlh/Yr Contract Quantity In MMBtu Contract Prim US$Rounded to four decimal places Plus applicable taxes Incremental Pricing: Deliver,Point(s): UtiliW: Default Service:To the extent a Facility continues to receive gas from CNEG beyond the Delivery Period,all such gas will be considered month to month purchases and will be priced at the Market Price. Special Provisions: This Transaction Confirmation documents a Transaction previously reached by authorized representatives of the Parties. It is binding and shall be deemed accepted as the definitive expression of the Transaction unless disputed by Customer in writing within two(2) business days of CNEG's execution date. CONSTELLATION NEWENERGY—GAS DIVISION,LLC CUSTOMER By: By: SAMPLE Name: Name: NOT FOR EXECUTION Title Title Date: Date: �I E-W n—s,=rnni.--a OPERATIONS COMMITTEE Meng Dat0 Tg BE. Dir. 07/lti06/16 07/27/1Or6 AGENDA REPORT ItemNumber Item Number 7 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: CONTRACT FOR ANIONIC POLYMER, SPECIFICATION NO. C-2016-751 BD GENERAL MANAGER'S RECOMMENDATION A. Approve an agreement to Polydyne, Inc. for the Purchase of Anionic Polymer, Specification No. C-2016-75113D, for the period September 1, 2016 through August 31, 2017, for a unit price of $2.605 per active pound delivered, plus applicable sales tax for a total estimated annual amount of $370,000, with four one-year renewal options; and B. Approve a unit price contingency of 10%. BACKGROUND Orange County Sanitation District (Sanitation District) has used anionic polymer for over 30 years to improve solids and organics removal efficiencies in the primary clarifiers. Anionic polymer and ferric chloride are added to the primary influent at both plants to enhance the removal of organics and improve the settling of suspended solids during primary treatment. This is referred to as the chemically enhanced primary treatment (CEPT) process. It is estimated that 121,000 active pounds of anionic polymer will be required during this contract period. RELEVANT STANDARDS • Comply with the Clean Water Act • Highly reliable water delivery to GWRS • Meet discharge permit 24/7/365 PROBLEM Solids and organics not captured and removed in the primary treatment process are converted into biological solids in the secondary treatment process which are more difficult and costly to de-water and dispose of. PROPOSED SOLUTION Continue with the addition of Anionic Polymerwhich has been effective in improving solids removal efficiencies in the primary clarifiers resulting in reduced operating costs. Page 1 of 2 TIMING CONCERNS Our current contract expires August 31, 2016 with zero (0) remaining renewals. RAMIFICATIONS OF NOT TAKING ACTION If anionic polymer is not used in the primaries, it will result in increased solids and organics loadings to the secondary plants resulting in increased operating costs. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION In accordance with Purchasing Ordinance No. OCSD47, the Sanitation District selected a 2-step bidding process which included a Request for Qualifications (RFQ) and a Notice Inviting Bids (NIB). Of the two companies that submitted their samples for testing only one, Polydyne, met the requirements. The other prospective bidder, Solenis, provided a sample that did not comply with our specifications listed in the RFQ and was therefore disqualified. Polydyne subsequently placed a bid for two polymer types that had successfully passed the testing process. Staff recommends awarding to the responsive and responsible bidder, Polydyne Inc. for the purchase of Anionic Polymer, type MC-136. Summary information on the Anionic Polymer bid is as follows: Bidder Polymer Type Amount of Bid Polydyne, Inc WE-1542 $2.615 Polydyne, Inc MC-136 $2.605 CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the Operating Budget, Division 830, Supplies (Section 6, p.84) and Division 840, Supplies (section 6, page 88). Date of Approval Unit Price Contincencv 07/27/16 $2.605 10% Page 2 of 2 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: • Purchase Agreement Page 3 0(2 AGREEMENT FOR PURCHASE OF LIQUID ANIONIC POLYMER SPECIFICATION NO. C-2016-751BD THIS AGREEMENTis 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 Polydyne, Inc. with a principal place of business at One Chemical Plant Road, Riceboro, GA 31323 (hereinafter referred to as "Supplier")collectively referred to as the "Parties". WITNESSETH WHEREAS, OCSD requires Liquid Anionic Polymer in its sewage treatment process and has prepared Specifications (attached hereto and incorporated herein by reference as Exhibit"A")for the purchase of said Liquid Anionic Polymer; WHEREAS, sealed bids for the Purchase of Liquid Anionic Polymer, Specification No. C-2016- 751 BD were solicited, received and opened on May 19, 2016; and WHEREAS, on July 27, 2016, 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 Liquid Anionic Polymer 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 Liquid Anionic Polymer as described in the Scope of Work, 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 Exhibit'B" Bid Price Form 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 LOCATIONS: Deliveries shall be made to Plant 1 located at 10844 Ellis Avenue, Fountain Valley, CA 92708 and Plant 2 located at 22212 Brookhurst Street, Huntington Beach, CA 92646. Deliveries shall be made in accordance with Exhibit"A". Orange County Sanitation District 1 of 8 Specification No. C-2016-751BD 041415 2.2 OCSD will pay only for the actual gallons of Liquid Anionic Polymer 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 Liquid Anionic Polymer 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 Liquid Anionic Polymer delivered pursuant to this Agreement shall remain solely and exclusively with Supplier, until complete transfer of possession by delivery to OCSD at the designated locations is made from Supplier. 4. Quand 4.1 OCSD makes no guarantee to actual use or quantity of Liquid Anionic Polymer purchased. Use may be sporadic based on the wastewater treatment requirements unique to each treatment plant. 4.2 OCSD will, through the term of this Agreement, purchase Liquid Anionic Polymer 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 Liquid Anionic Polymer 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 Liquid Anionic Polymer to ensure that Specifications are attained. 5. Pricina and Invoicina 5.1 Supplier will invoice monthly for delivered Liquid Anionic Polymer 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. Orange County Sanitation District 2 of 8 Specification No. C-2016-751BD 041415 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 Liquid Anionic Polymer and will 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. Agreement Term The purchase of Liquid Anionic Polymer under this Agreement shall be for the period of one (1)year commencing on September 1, 2016 and continuing through August 31, 2017. 8. Renewals 8.1 OCSD may exercise the option to renew the Agreement for up to four(4)one-year periods based upon the criteria set forth in 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.The adjustment will allow for any increase or decrease in the manufactured cost of the Liquid Anionic Polymer and will 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. 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. Orange County Sanitation District 3 of 8 Specification No. C-2016-751BD 041415 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 Supplier's services under this Agreement, or by its subcontractor or by anyone directly or indirectly employed by Supplier, and whether such damage or injury shall accrue or be discovered before or after the termination of the Agreement. Except as to the sole active negligence of orwillful 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. Eauipment 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. Orange County Sanitation District 4 of 8 Specification No. C-2016-751BD 041415 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. 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. 16. Attornev'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 Regulations 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. Orange County Sanitation District 5 of 8 Specification No. C-2016-751BD 041415 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. 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. Orange County Sanitation District 6 of 8 Specification No. C-2016-751BD 041415 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. 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 Agreement 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 By 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 Pronerty 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 By 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-2016-751BD 041415 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: Larry Roberson Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708 Supplier: Boyd Stanley Business Director Polydyne, Inc. One Chemical Plant Road Riceboro, GA 31323 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: Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts/Purchasing Manager POLYDYNE, 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-2016-751BD 041415 OPERATIONS COMMITTEE Meeting Dare TOBd.ofDir. 07/O6/16 07/27/16 AGENDA REPORT Item Number Item Number s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: 2017 FACILITIES MASTER PLAN — PROJECT PS15-10 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Services Agreement with Carollo Engineers, Inc. to provide professional services for 2017 Facilities Master Plan, Project PS15-10,for an amount not to exceed $3,132,052; and B. Approve a contingency of$313,205 (10%). BACKGROUND The Orange County Sanitation District (Sanitation District) has managed its facilities through the preparation and implementation of master plans. Previous master planning efforts included the 1999 Strategic Plan; a 2002 Strategic Plan Update; a 2006 Collection System Model and Strategic Plan Update; and a 2009 Facilities Master Plan, which included an Energy Master Plan. Since the last master planning effort, the Sanitation District has been working towards creating a more comprehensive Capital Improvement Program (CIP) plan. The Engineering Planning Division has been developing a 20-year planning window forfacility rehabilitation, refurbishment, and replacement. Planning Division staff have been collaborating with Operations and Maintenance staff to evaluate the condition, capacity, level of service requirements, and technology opportunities in each treatment plant process area and in the collections systems. To address these needs and issues, a list of potential rehabilitation, refurbishment or replacement projects with scope elements has been developed for the next 20 years. The 2017 Facilities Master Plan will validate the scope elements for these projects, prioritize the projects, and develop a CIP plan for the next 20 years. The 2017 Facilities Master Plan will serve as the Sanitation District's roadmap to our 20-year CIP plan and future rate structure decisions, and will be the basis of a Programmatic Environmental Impact Report. RELEVANT STANDARDS • 20-year planning horizons • Anticipate and plan for future regulations and legal requirements • Long-term view that appropriately funds capital improvement programs • Maintain a proactive asset management program Page 1 of 4 PROBLEM The current five-year rate structure ends in 2018. The Sanitation District is planning to conduct a sewer rate study in 2017 to determine the rate structure for the next five years. A validated and defensible CIP plan is needed in order to conduct the rate study. PROPOSED SOLUTION Prepare a Facilities Master Plan by 2017. TIMING CONCERNS The Facilities Master Plan document must be completed by June 2017 to allow the timely preparation of the 2017 sewer rate study. RAMIFICATIONS OF NOT TAKING ACTION The Sanitation District will have insufficient information to prepare the sewer rate study. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Request for Proposal: A Request for Proposal (RFP) which describes the Consultant's Scope of Work required for the project was advertised on April 6, 2016. Proposals were received on May 9, 2016 from two teams: Carollo Engineers; and CDM Smith. A Staff Evaluation Committee consisting of three representatives from the Engineering Department reviewed and ranked each of the proposals in accordance with the evaluation process set forth in OCSD Ordinance No. OCSD-47. One representative from the Contracts Administration Division, and another representative from the Engineering Department, participated in the evaluation process as non-voting members. The proposals were evaluated according to: (1) project understanding and approach; (2) applicable related project experience; and (3) project team and staff qualifications. The Evaluation Committee reviewed the proposals and invited both teams for an interview to meet the key team members and further evaluate the teams' qualifications. The interview took place on June 1, 2016. Pursuant to the results of the interview, the Evaluation Committee selected Carollo Engineers, Inc. as the top-ranked firm as shown in Table 1. Page 2 of 4 TABLE 1 PROPOSAL EVALUATION* Consultant Evaluator Carollo Engineers, Inc. CDM-Smith Reviewer A 1 2 Reviewer B 1 2 Reviewer C 1 2 Overall Ranking 1 2 Proposal Fee $3,236,392 Negotiated Fee Proposal $3,132,052 Based on scores after interview Carollo Engineers proposed a highly qualified team that has significant related experience and a detailed work plan based on extensive knowledge of Sanitation District's facilities, which is essential in meeting the tight schedule for this project. Their proposal demonstrated their understanding of the challenges of preparing a 20-year CIP that addresses the Sanitation District's future needs, and is justifiable and comprehensive, yet minimizes impact to the rate structure. Their project prioritization approach will allow the Sanitation District to deliver the right projects at the right time. Review of Fee Proposal and Negotiations: Proposals were accompanied by sealed fee proposals. In accordance with OCSD Ordinance No. OCSD-47, the fee proposal of only the highest ranked firm was opened after approval by the Director of Engineering of the Evaluation Committee's recommendation. Staff conducted negotiations with Carollo Engineers, Inc. to clarify the requirements of the Scope of Work, the assumptions used for the estimated level of effort, and the proposed approach to meet the goals and objectives for the project. In evaluating whether the fee proposal was fair and reasonable, the following factors were considered: • The estimated level of effort was evaluated in detail for task and subtask, and was found to be justified by the needs of the project, the agreed upon assumptions, and the Sanitation District's expectation for the quality of services. • The Consultant's fringe and overhead costs, which factor into the billing rate, is reasonable and lower than other similar agreements. The contract profit is 6.75%, which is based on the Sanitation District's standard design agreements. Based on the above, staff has determined that the final negotiated fee is fair and reasonable for the level of effort required for this project and recommends award of the Professional Services Agreement to Carollo Engineers, Inc. Page 3 of 4 CEQA The proposed Facilities Master Plan is a fiscal planning tool for possible future actions which does not commit the Sanitation District to implement any specific project. The proposed Facilities Master Plan will analyze and make recommendations regarding potential infrastructure improvements that may be needed to ensure that the Sanitation District continues to meet its critical health and safety mandate. The Facilities Master Plan will therefore take environmental factors into account. The Sanitation District, as lead agency, has therefore determined that the preparation of the proposed Facilities Master Plan is exempt from CEQA pursuant to CEQA Guidelines Section 15262. [Feasibility and Planning Studies]. The Sanitation District will file a Notice of Exemption accordingly. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance No. OCSD47. Budget for the project, PS15-10, 2017 Facilities Master Plan, is included in the Master Planning Studies budget for Fiscal Years 2016-17 and 2017-18. (Line item: Section 8, Page 78). ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: Draft Professional Services Agreement EY:sa:gc Page 4 of 4 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 2n day of July, 2016, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and sCompany», 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 2017 Facilities Master Plan, Project No. PS75-10, to provide professional services for facilities master planning for the water and wastewater industry and update the 2009 Facilities Master Plan; 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 27, 2016 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this AGREEMENT. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. 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 PSA PROJECT NO.PS15-10 Revised 122215 2017 FACILITIES MASTER PLAN Page 1 of 19 SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANTS services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s)within the timeframe specified by the Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. Any CADD drawings, figures, and other work produced by CONSULTANT and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CADD work from any other non-standard CADD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and require advance written approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of thirty (30)calendar days during which the SANITATION DISTRICT shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANTITATION DISTRICT. E. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that(a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, or(b) subsequently becomes publicly known to the 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 eGrand Total Written Amount)) Dollars ($eGrand Total Amounts). Total compensation to PSA PROJECT NO.PS15-10 Revised 122215 2017 FACILITIES MASTER PLAN Page 2 of 19 CONSULTANT including burdened labor (salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s)fees and costs shall not exceed the sum set forth in Attachment"E" - Fee Proposal. B. Labor As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits)actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment"E"- Fee Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment"E"- Fee Proposal. E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment"E"- Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per Attachment"K"— Hourly Rate Schedule for Minor Subconsultants 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. PSA PROJECT NO.P515-10 Revised 122215 2017 FACILITIES MASTER PLAN Page 3 of 19 F. Direct Costs The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts, see Attachment"D"-Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 -COMPENSATION above. G. Reimbursable Direct Costs The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment"D"-Allowable Direct Costs to this Agreement. The reimbursement of the above mentioned expenses will be based on an "accountable plan' as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at http://www.gsa.gov/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means or management of reimbursable costs inclusive but not limited to travel, lodging and meals arrangements. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem" as deemed the most practical. CONSULTANT shall be responsible for returning to the SANITATION DISTRICT any excess reimbursements after the reimbursement has been paid by the SANITATION DISTRICT. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the PSA PROJECT NO.PS15-10 Revised 122215 2017 FACILITIES MASTER PLAN Page 4 of 19 CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel meals reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"-Allowable Direct Costs of this Agreement. H. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed seventy-fiver percent(75%) of the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the Total Compensation, provided that the Total Compensation is not increased. 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to the SANITATION DISTRICT. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to Section 11 Audit Provisions. B. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 2 hereof no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period "total percent invoiced to date", 3)future activities, 4) previous billing period "total invoiced to date', 5) potential items that are not included in the Scope of Work, 6) concerns and possible delays, 7) percentage of completion to date, and B) budget status and amount PSA PROJECT NO.P515-10 Revised 122215 2017 FACILITIES MASTER PLAN Page 5 of 19 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. 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 Subcensultants. PSA PROJECT NO.P515-10 Revised 122215 2017 FACILITIES MASTER PLAN Page 6 of 19 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. S. PREVAILING WAGES To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees and/or Subconsultants who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. 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. B. 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. C. 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). PSA PROJECT NO.P515-10 Revised 122215 2017 FACILITIES MASTER PLAN Page 7 of 19 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 Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. PSA PROJECT NO.PS15-10 Revised 122215 2017 FACILITIES MASTER PLAN Page 8 of 19 B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000)aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground)and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. AutomotiveNehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to PSA PROJECT NO.PS15-10 Revised 122215 2017 FACILITIES MASTER PLAN Page 9 of 19 Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Five Million Dollars ($5,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: PSA PROJECT NO.P515-10 Revised 122215 2017 FACILITIES MASTER PLAN Page 10 of 19 • Certificate of Insurance ACORD Form 25 (5/2010)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30)days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. PSA PROJECT NO.PS15-10 Revised 122215 2017 FACILITIES MASTER PLAN Page 11 of 19 K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs Liability policies 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 Suboonsultant'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 PSA PROJECT NO.PS15-10 Revised 122215 2017 FACILITIES MASTER PLAN Page 12 of 19 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 CONSULTANTS personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 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 Suboonsultants. 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. PSA PROJECT NO.P515-10 Revised 122215 2017 FACILITIES MASTER PLAN Page 13 of 19 13. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of the SANITATION DISTRICT. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 14. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. 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: Dave MacDonald, Project Manager Notice shall be mailed to CONSULTANT at: aCONSULATANT COMPANY» «Street Address» «City, State Zip)) Attention: «CONSULTANT'S Representative» All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT 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. PSA PROJECT NO.P515-10 Revised 122215 2017 FACILITIES MASTER PLAN Page 14 of 19 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. 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.PS15-10 Revised 122215 2017 FACILITIES MASTER PLAN Page 15 of 19 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. 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 PSA PROJECT NO.P515-10 Revised 122215 2017 FACILITIES MASTER PLAN Page 16 of 19 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. 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 PSA PROJECT NO.PS15-10 Revised 122215 2017 FACILITIES MASTER PLAN Page 17 of 19 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. 11 5 PSA PROJECT NO.PS15-10 Revised 122215 2017 FACILITIES MASTER PLAN Page 18 of 19 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: COMPANY NAME By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Kelly A. Lore Clerk of the Board Date By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager Attachments: Attachment"A"—Scope of Work Attachment "B"—Labor Hour Matrix Attachment"C"—Conflict of Interest Disclaimer Attachment "D"—Allowable Direct Costs Attachment"E"—Fee Proposal Attachment"F"— Professional Services Agreement (PSA) Attachment"G"—Acknowledgement of PSA Attachment"H"— Not Used Attachment"I"—Cost Matrix and Summary Attachment"J"—Acknowledgement of Addenda Receipt Attachment"K"—Hourly Rate Schedule for Minor Subconsultants Attachment"L"—OCSD Safety Standards XXX:xx PSA PROJECT NO.PS15-10 Revised 122215 2017 FACILITIES MASTER PLAN Page 19 of 19 OPERATIONS COMMITTEE MeaHngDae TOBd.OfDir. 07/O6/16 07/27/16 AGENDA REPORT Item Item Number 9 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: SAFETY IMPROVEMENT AT PLANT NOS. 1 AND 2, PROJECT NO. J-126 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Design Services Agreement with Arcadia U.S., Inc. to provide program and engineering design services for Safety Improvement at Plant Nos. 1 and 2, Project No. J-126, for an amount not to exceed $1,540,000; and B. Approve a contingency of$154,000 (10%). BACKGROUND The Orange County Sanitation District (Sanitation District) owns and operates the facilities that were designed and constructed from the 1950s to present. In July 2014, the Facility Wide Safety Assessment, Project No. SP-145-1, reviewed safety issues at the Sanitation District Plant Nos. 1 and 2, and pump stations. The study identified approximately 2,000 facility issues impacting worker safety and compliance with Cal/OSHA regulations including electrical, fall protection, machine guarding, hazardous area classifications, skylights, and walkway hazards. Each item was assigned a high, medium, or low priority rating. Pending resolution of the safety items, interim measures were taken by the Sanitation District to minimize life-safety risks. There was approximately an even distribution between those that would be addressed using Sanitation District resources, and those that would be addressed through the Capital Improvements Program (CIP), depending on their nature and complexity. Items on the CIP list which could not be timely assigned to existing projects are now assigned to Safety Improvement at Plant Nos. 1 and 2, Project No. J-126. RELEVANT STANDARDS • Provide a safe workplace • Protection of Orange County Sanitation District Assets PROBLEM Approximately 9,100 issues assigned to the Safety Improvement Program represent potential threats to staff, contractors, and visitors, and non-compliance with building and safety codes. Page 1 of 4 PROPOSED SOLUTION To resolve the assigned issues as quickly as possible, Safety Improvement at Plant Nos. 1 and 2, Project No. J-126, will be executed through a number of construction packages which can be completed in a much shorter time than using a single construction contract. Development of multiple construction packages also allows higher priority safety items to be completed more quickly than lower priority items. Preparing multiple construction contracts requires additional services from the design consultant, including program services to develop a plan on how to best allocate the work among various construction packages, and additional time to prepare the various procurement packages. Since the number and type of construction packages has not yet been determined, it is impossible to precisely determine the level of effort required for detailed design. Therefore, the Consultant's Scope of Work includes both program services, which can be estimated, and detailed design,for which a set allowance of 5,000 hours has been set. Staff will authorize allocations from this allowance as construction packages are identified and the specific scopes and budgets are negotiated. TIMING CONCERNS Delaying resolution of the safety items poses potential threats to staff, Contractor, and visitor safety. RAMIFICATIONS OF NOT TAKING ACTION • Staff, Contractors, and visitors will continue to be exposed to potential safety hazards. • Certain facilities will continue to not comply with code requirements. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Reauest for Proposal: A Request for Proposal which described the Consultant's Scope of Work required for the project was advertised on April 18, 2016. Proposals were received on May 18, 2016 from two firms: Hazen and Sawyer, and Arcadis U.S., Inc. A Staff Evaluation Committee consisting of five representatives from Engineering, Risk Management, and Operations reviewed and ranked each of the proposals in accordance with the evaluation process set forth in the Sanitation District Board of Directors' Ordinance No. OCSD47. Three representatives from Engineering and Risk Management participated in the evaluation process as non-voting members. Page 2 of 4 The proposals were evaluated according to: (1) project understanding and approach; (2) related project experience; and (3) project team and staff qualifications. The Evaluation Committee reviewed the proposals and interviewed both Hazen and Sawyer and Arcadis U.S., Inc. to meet the key team members and further evaluate the firms' qualifications. Pursuant to the results of the interview, the Evaluation Committee selected Arcadis U.S., Inc. as the top-ranked firm as shown in Table 1. TABLE 1 PROPOSAL EVALUATION Consultant Evaluator Hazen and Sawyer Arcadia, U.S. Inc. Reviewer A 5.6 7.6 Reviewer B 5.8 8.2 Reviewer C 6.0 8.4 Reviewer D 4.4 8.2 Reviewer E 7.8 9.0 Overall Ranking 2 1 Proposal Fee N/A $1,625,874 Negotiated Fee Proposal I N/A $1,540,000 *Based on scored after interviews. Review of Fee Proposal and Negotiations: Proposals were accompanied by sealed fee proposals. In accordance with the Sanitation District Board of Directors' Ordinance No. OCSD-47, the fee proposal of only the highest ranked firm was opened after approval by the Director of Engineering of the Evaluation Committee's recommendation. Staff conducted negotiations with Arcadis U.S., Inc. to clarify the requirements of the Scope of Work, the assumptions to be used for the estimated level of effort, and the level of design detail required to meet the goals and objectives for the project. In evaluating whether the fee proposal was fair and reasonable, the following factors were considered: • The estimated level of effort was evaluated in detail for each phase and task and found to be justified by the needs of the project, the agreed upon assumptions, and the Sanitation District's expectation for the quality of service. • The Consultant's fringe and overhead costs, which factor into the billing rate are reasonable and lower than other similar agreements. The contract profit is 7.01% which is based on the Sanitation District's standard design agreement. Based on the above, staff has determined that the final negotiated fee is fair and reasonable for the level of effort required for this project and recommends award of the Professional Design Service Agreement to Arcadis U.S., Inc. Page 3 of 4 CEQA A CEQA Notice of Exemption for this project was filed on August 14, 2015. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted. (Line item: Budget Update FY2016-17, Section 8, Page 68). ATTACHMENT The following attachment(s) maybe viewed on-line at the OCSD website (Mm w.ocsd.com) with the complete agenda package: DRAFT Professional Design Services Agreement AC:dm:gc Page 4 of 4 ATTACHMENT "F" SAMPLE PROFESSIONAL DESIGN SERVICES AGREEMENT (PDSA) PROFESSIONAL DESIGN SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the «date» day of «Month», «year» by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT', and ((CONSULTANT COMPANY», for purposes of this Agreement hereinafter referred to as "CONSULTANT'. WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT for the SAFETY IMPROVEMENTS PROGRAM, Project No. J-126; and to provide Design, Construction Support, and Closeout services for the Safety Improvements Program and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select a CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on «Board Meeting Dates the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee or Director of Engineering and General Manager pursuant to SANITATION DISTRICT Board of Directors' Ordinance No. OCSD-47 to approve this Agreement between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as Attachment "A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications, and other services furnished by the CONSULTANT under this Agreement, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the standards of best engineering practice for clarity, uniformity, and completeness. CONSULTANT shall respond to all comments, suggestions, and recommendations on the PDSA PROJECT NO.J-126 Revised 092115 SAFETY IMPROVEMENTS PROGRAM Page 1 of 19 SANITATION DISTRICT's review comment sheets (i.e. DS1, DS2 and DS3). All comments shall be incorporated into the design prior to the next submittal deadline or addressed, in writing, as to why the comment has not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that work is not performed to the satisfaction of the SANITATION DISTRICT and does not conform to the requirements of this Agreement or any applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All CAD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CAD work from any other non-standard CAD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of sNumber of Days* calendar days during which the SANITATION DISTRICT shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANITATION DISTRICT. E. The CONSULTANT shall ensure that all plans and specifications prepared, or recommended under this Agreement allow for competitive bidding. The CONSULTANT shall design such plans or specifications so that procurement of services, labor or materials are not available from only one source, and shall not design plans and specifications around a single or specific product, piece of major equipment or machinery, a specific patented design or a proprietary process, unless required by principles of sound engineering practice and supported by a written justification that has been approved in writing by the SANITATION DISTRICT. The CONSULTANT shall submit this written justification to the SANITATION DISTRICT prior to beginning work on such plans and specifications. Whenever the CONSULTANT recommends a specific product or equipment for competitive procurement, such recommendation shall include at least two brand names of products that are capable of meeting the functional requirements applicable to the project. F. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are PDSA PROJECT NO.J-126 Revised 092115 SAFETY IMPROVEMENTS PROGRAM Page 2 of 19 for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that (a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, (b)subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed eGrand Total Written Amountn Dollars ($eGrand Total Amounts). Total compensation to CONSULTANT including burdened labor (salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s)fees and costs shall not exceed the sum set forth in Attachment"E" - Fee Proposal. B. Labor As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits)actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment "E"- Fee Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. PDSA PROJECT NO.J-126 Revised 092115 SAFETY IMPROVEMENTS PROGRAM Page 3 of 19 As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment"E"- Fee Proposal. E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment"E"- Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per the attached hourly rate Schedule and as specified in the Scope of Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. F. Direct Costs \ The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts, see Attachment"D"-Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 -COMPENSATION above. G. Reimbursable Direct Costs The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment"D"-Allowable Direct Costs to this Agreement. The reimbursement of the above mentioned expenses will be based on an "accountable plan" as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at http://www.gsa.gov/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs inclusive but not limited to travel, lodging and meals arrangements. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem" as deemed the most practical. PDSA PROJECT NO.J-126 Revised 092115 SAFETY IMPROVEMENTS PROGRAM Page 4 of 19 CONSULTANT shall be responsible for returning to the SANITATION DISTRICT any excess reimbursements after the reimbursement has been paid by the SANITATION DISTRICT. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT general geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel meals reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"-Allowable Direct Costs of this Agreement. H. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total compensation is not increased. PDSA PROJECT NO.J-126 Revised 092115 SAFETY IMPROVEMENTS PROGRAM Page 5 of 19 4. PAYMENT I. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 -AUDIT PROVISIONS. J. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2- COMPENSATION hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project element work performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. If the SANITATION DISTRICT determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element. He may, at his discretion, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each project element or the project in its entirety. K. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 -COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. L. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work, including any retained percentages relating to this portion of the work. PDSA PROJECT NO.J-126 Revised 092115 SAFETY IMPROVEMENTS PROGRAM Page 6 of 19 M. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. N. Pursuant to the California False Claims Act(Government Code Sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this Agreement may be held liable for treble damages and up to a ten thousand dollars ($10,000) civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; c) conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or e) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees and/or Subconsultants who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to SANITATION DISTRICT and/or general public upon request, provided the public request is made through PDSA PROJECT NO.J-126 Revised 092115 SAFETY IMPROVEMENTS PROGRAM Page 7 of 19 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(e). 6. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS A. Ownership of Documents for the Professional Services performed. All documents, including but not limited to, original plans, studies, sketches, drawings, computer printouts and disk files, and specifications prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the plans or specifications, where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 7. INSURANCE I<n**l A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. PDSA PROJECT NO.J-126 Revised 092115 SAFETY IMPROVEMENTS PROGRAM Page 8 of 19 iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. AutomotiveNehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be PDSA PROJECT NO.J-126 Revised 092115 SAFETY IMPROVEMENTS PROGRAM Page 9 of 19 accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Three Million Dollars ($3,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: PDSA PROJECT NO.J-126 Revised 092115 SAFETY IMPROVEMENTS PROGRAM Page 10 of 19 • Certificate of Insurance ACORD Form 25 (5/2010)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30)days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. PDSA PROJECT NO.J-126 Revised 092115 SAFETY IMPROVEMENTS PROGRAM Page 11 of 19 K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. O. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 8. SCOPE CHANGES In the event of a change in the Scope of Work, requested by SANITATION DISTRICT, the parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONSULTANT's fees. PDSA PROJECT NO.J-126 Revised 092115 SAFETY IMPROVEMENTS PROGRAM Page 12 of 19 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each Subconsultant and each CONSULTANT's project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant on a per-project-element basis, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's personnel are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this Agreement requires the services of a registered engineer. Such services hereunder will be performed under the direct supervision of registered engineers. 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, PDSA PROJECT NO.J-126 Revised 092115 SAFETY IMPROVEMENTS PROGRAM Page 13 of 19 CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all project related accounting records and documents, and any other financial data. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of the SANITATION DISTRICT. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notices shall be mailed to the SANITATION DISTRICT at: ` y ORANGE COUNTY SANITATION DISTRICT a 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: «Contracts Administrator's Names, «Contracts Administrator's Title» Copy: «Project Manager's Name», Project Manager Notices shall be mailed to CONSULTANT at: «CONSULTANT COMPANY» «Street Address» «City, State Zip)) Attention: «CONSULTANT'S Representative» All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT's staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 14. TERMINATION The SANITATION DISTRICT may terminate this Agreement at any time, without cause, upon giving thirty(30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT and/or CONSULTANT in accordance with Section 13- NOTICES. PDSA PROJECT NO.J-126 Revised 092115 SAFETY IMPROVEMENTS PROGRAM Page 14 of 19 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by the SANITATION DISTRICT. 16. COMPLIANCE CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. AGREEMENT EXECUTION AUTHORIZATION \ Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each party is a person duly authorized to execute agreements for that party. 18. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, Costs and necessary disbursements in addition to any other relief to which it may be entitled. 20. PROGRESS REPORTS Monthly progress reports shall be submitted for review by the tenth day of the following month and must include as a minimum: 1) current activities, 2)future activities, 3) potential items that are not included in the Scope of Work, 4) concerns and possible delays, 5) percentage of completion, and 6) budget status. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its PDSA PROJECT NO.J-126 Revised 092115 SAFETY IMPROVEMENTS PROGRAM Page 15 of 19 services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT's liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT's indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. PDSA PROJECT NO.J-126 Revised 092115 SAFETY IMPROVEMENTS PROGRAM Page 16 of 19 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. CONSULTANT PERFORMANCE The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the SANITATION DISTRICT and may be considered in future CONSULTANT selection processes. 25. COMPLIANCE WITH OCSD POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all OCSD policies and procedures including the OCSD Safety Standards, as applicable, all of which may be amended from time to time. 26. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the Agreement is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, the SANITATION DISTRICT shall give the Consultant written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30)days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT shall commence a closeout audit of the Agreement and will either: PDSA PROJECT NO.J-126 Revised 092115 SAFETY IMPROVEMENTS PROGRAM Page 17 of 19 i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT's cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in this Agreement. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or agreement with, the CONSULTANT's request for final Agreement Acceptance. 27. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. a PDSA PROJECT NO.J-126 Revised 092115 SAFETY IMPROVEMENTS PROGRAM Page 18 of 19 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: — By Date Printed Name & Title ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Clerk of the Board Date By Contracts, Purchasing and Materials Date Management Division Manager Attachments: Attachment" —Sco aof Work Attachment "B"—Labor Hour Matrix Attachment "C"—Conflict of Interest Disclaimer Attachment"D"—Allowable Direct Costs Attachment "E"—Fee Proposal Attachment"F"— Professional Design Services Agreement (PDSA) Attachment"G"—Acknowledgement of PDSA Attachment"H"—NOT USED Attachment"I"—Cost Matrix and Summary Attachment"J"—Acknowledgement of Addenda Receipt Attachment"K"—Hourly Rate Schedule for Minor Subconsultant Attachment"L"—OCSD Safety Standards (ocsd.com/opengov/safety-and- human-resources-policy) XXX:xx PDSA PROJECT NO.J-126 Revised 092115 SAFETY IMPROVEMENTS PROGRAM Page 19 of 19 OPERATIONS COMMITTEE Meng Dat0 TOBE. Dir. 07/lti06/16 07/27/1Or6 AGENDA REPORT Item1umber Item Number 0 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: PRIMARY TREATMENT REHABILITATION AT PLANT 2, PROJECT NO. P2-98 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Design Services Agreement with Black & Veatch to provide engineering design services for Primary Treatment Rehabilitation at Plant 2, Project No. P2-98, for a total amount not to exceed $18,141,423; and B. Approve a contingency of$1,814,142 (10%). BACKGROUND Primary treatment is used to separate heavy solids from screened water upstream of biological treatment, and is an essential portion of the wastewater treatment process. The primary treatment facilities at Plant No. 2 consist of fourteen circular clarifiers built between 1960 and 1985 with associated piping, distribution structures, sludge pumping, odor control, and power distribution. RELEVANT STANDARDS • Maintain a proactive asset management program • Support OCWD expansion of GWRS PROBLEM All fourteen primary clarifiers and associated facilities at Plant No. 2 are in need of rehabilitation or replacement based on physical condition, level of performance, and life cycle costs. The four oldest clarifiers, referred to as the A-Side Clarifiers, are at the end of their structural life and need to be replaced entirely. In addition, the existing effluent piping in the area constrains operation of the secondary facilities and cannot support the proposed segregation of Plant No. 2 as proposed in the Effluent Reuse Study, Project No. SP-173. In addition, all of the clarifiers have identified seismic and geotechnical deficiencies. Page 1 of 4 PROPOSED SOLUTION In 2015, the Orange County Sanitation District (Sanitation District) prepared a Concept Report to define the appropriate scope of work for rehabilitation or replacement of the primary treatment facilities at Plant No. 2. • The four oldest clarifiers (A-Side) should be replaced based on their poor structural condition and seismic risks. • The other ten clarifiers (B-Side and C-Side) should be rehabilitated and seismically upgraded. • Primary influent and effluent piping should be replaced and rehabilitated as required to ensure long-term reliability and satisfy all hydraulic requirements of reuse. • The existing two odor control complexes should be replaced with a new system with greater removal capacity. • New power distribution facilities should be constructed to replace the existing system which consists of aging equipment and does not accommodate required on-going monitoring and maintenance. Construction of the proposed recommendations must be staged in a way that maintains on-going operations and the ability to handle peak flows during wet-weather periods. The preliminary plan is to divide the work into two major construction packages. The first will replace the A-Side Clarifiers, the odor control system, and the power distribution system. When that project is finished,the second construction package will rehabilitate the B-Side and C-Side Clarifiers with the associated piping. Due to the flow restrictions, size, and complexity of the work, design and construction of the A-Side Clarifier contract will take seven to eight years. Rehabilitation of the ten clarifiers in the B-Side and C-Side will take an additional five to six years,for total project duration, including design, of approximately fourteen years. The scope of the Professional Design Services agreement includes preliminary design for the entire project, and final design only for the first construction project. Due to the length of time before the final design of the second construction package would start, staff concluded that a separate solicitation should be used to determine the most qualified firm and team at that time. The proposed project budget, however, includes an allowance for the final design services of the second construction package. TIMING CONCERNS The primary treatment system at Plant No. 2 is aging and becoming less reliable. Due to the time required to replace and rehabilitate the treatment facilities, it is important that the work be initiated at this time. RAMIFICATIONS OF NOT TAKING ACTION The ramifications of not taking action include increasing maintenance costs and reduced reliability with an accompanying lower level of service. The site is also at risk of a seismic Page 2 of 4 event on the Newport-Inglewood Fault with resulting liquefaction and structural settlement. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION On February 26, 2016, the Sanitation District advertised for preliminary and final design of the P2-98 project. Three proposals were received on April 26, 2016. Firms which submitted proposals were: (1) Black and Veatch, (2)MW H Americas, and (3)CDM-Smith. The three firms were interviewed by the Sanitation District's Evaluation Committee on May 26, 2016. The Evaluation Committee, consisting of five representatives from the Engineering and Maintenance Departments, who reviewed each proposal and interviewed each firm. Following the interviews, each firm was ranked in accordance with the evaluation process set forth in the Sanitation District Board of Director's Ordinance No. OCSD47. An additional representative from the Contracts Administration Division participated in the evaluation process as a non-voting member. The proposals were evaluated according to the following criteria: 1) project understanding, 2) applicable related project experience and 3) project team and staff qualifications. The results of the evaluation process are shown in Table 1. TABLE 1 EVALUATION SUMMARY Black &Veatch MWH Americas, Inc. CDM Smith Consultant Evaluator Reviewer A 1 2 3 Reviewer B 1 2 3 Reviewer C 1 2 3 Reviewer D 1 2 3 Reviewer E 1 2 3 Overall Ranking 1 2 3 Proposal Fee $18,490,982 Negotiated Fee Proposal 1 $18,141,423 *Based on scores after interview Page 3 of 4 The negotiated fee includes $990,633 for an additional Task 5 which provides design services for a phased early start construction project to accommodate the schedule for the GWRS Final Expansion (Project SP-137).This early start construction project will be authorized in the future, if the evaluation studies indicate a cost savings to the District. CEQA The 2006 Facilities Plan Update contained an EIR for rehabilitation of the primary clarifiers at Plant No. 2. However, the EIR did not cover the entire scope of work for the replacement and rehabilitation of the facilities in the P2-98 project. This project will provide an initial study and a Supplemental EIR which will include all the work to be conducted in the P2-98 projects. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted, (Budget FY2016-17, Section 8, and Page 46) and the project budget is sufficient for the recommended action. Date of Approval Contract Amount Continaencv 07/27/26 $18,141,423 $1,814,142 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: Draft Professional Design Services Agreement JM:dm:gc Page 4 of 4 PROFESSIONAL DESIGN SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 27U day of July, 2016 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and eCONSULTANT COMPANY», for purposes of this Agreement hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT for Primary Treatment System Rehabilitation and Replacement at Plant 2, Project No. P2-98; and to provide Design services for circular clarifiers, power supply and distribution systems, odor control and treatment systems and all associated utility requirements and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select a CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on July 27, 2016 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as Attachment "A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications, and other services furnished by the CONSULTANT under this Agreement, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the standards of best engineering practice for clarity, uniformity, and completeness. CONSULTANT shall respond to all comments, suggestions, and recommendations on the SANITATION DISTRICT's review comment sheets (i.e. DS1, DS2 and DS3). All PDSA PROJECT NO.P2-98 Revised 092115 PRIMARY TREATMENT SYSTEM REHABILITATION AND REPLACEMENT AT PLANT 2 Page 1 of 19 comments shall be incorporated into the design prior to the next submittal deadline or addressed, in writing, as to why the comment has not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that work is not performed to the satisfaction of the SANITATION DISTRICT and does not conform to the requirements of this Agreement or any applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All CAD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CAD work from any other non-standard CAD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of«Number of Days» calendar days during which the SANITATION DISTRICT shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANITATION DISTRICT. E. The CONSULTANT shall ensure that all plans and specifications prepared, or recommended under this Agreement allow for competitive bidding. The CONSULTANT shall design such plans or specifications so that procurement of services, labor or materials are not available from only one source, and shall not design plans and specifications around a single or specific product, piece of major equipment or machinery, a specific patented design or a proprietary process, unless required by principles of sound engineering practice and supported by a written justification that has been approved in writing by the SANITATION DISTRICT. The CONSULTANT shall submit this written justification to the SANITATION DISTRICT prior to beginning work on such plans and specifications. Whenever the CONSULTANT recommends a specific product or equipment for competitive procurement, such recommendation shall include at least two brand names of products that are capable of meeting the functional requirements applicable to the project. F. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of the SANITATION DISTRICT, its agents and employees. PDSA PROJECT NO.P2-98 Revised 092115 PRIMARY TREATMENT SYSTEM REHABILITATION AND REPLACEMENT AT PLANT 2 Page 2 of 19 Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that (a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, (b)subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed «Grand Total Written Amount» Dollars ($«Grand Total Amounb). Total compensation to CONSULTANT including burdened labor (salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s)fees and costs shall not exceed the sum set forth in Attachment"E" - Fee Proposal. B. Labor As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits)actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment"E"- Fee Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, the SANITATION DISTRICT shall pay profit for all services PDSA PROJECT NO.P2-98 Revised 092115 PRIMARY TREATMENT SYSTEM REHABILITATION AND REPLACEMENT AT PLANT 2 Page 3 of 19 rendered by CONSULTANT and Subconsultants for this project according to Attachment"E"- Fee Proposal. E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment"E"- Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per the attached hourly rate Schedule and as specified in the Scope of Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. F. Direct Costs The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts, see Attachment"D"-Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 -COMPENSATION above. G. Reimbursable Direct Costs The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment"D" -Allowable Direct Costs to this Agreement. The reimbursement of the above mentioned expenses will be based on an "accountable plan' as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at http://www.gsa.gov/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs inclusive but not limited to travel, lodging and meals arrangements. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem" as deemed the most practical. PDSA PROJECT NO.P2-98 Revised 092115 PRIMARY TREATMENT SYSTEM REHABILITATION AND REPLACEMENT AT PLANT 2 Page 4 of 19 CONSULTANT shall be responsible for returning to the SANITATION DISTRICT any excess reimbursements after the reimbursement has been paid by the SANITATION DISTRICT. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT general geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel meals reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"-Allowable Direct Costs of this Agreement. H. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total compensation is not increased. PDSA PROJECT NO.P2-98 Revised 092115 PRIMARY TREATMENT SYSTEM REHABILITATION AND REPLACEMENT AT PLANT 2 Page 5 of 19 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 -AUDIT PROVISIONS. B. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2- COMPENSATION hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project element work performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. If the SANITATION DISTRICT determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element. He may, at his discretion, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each project element or the project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 -COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work, including any retained percentages relating to this portion of the work. PDSA PROJECT NO.P2-98 Revised 092115 PRIMARY TREATMENT SYSTEM REHABILITATION AND REPLACEMENT AT PLANT 2 Page 6 of 19 E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. F. Pursuant to the California False Claims Act(Government Code Sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this Agreement may be held liable for treble damages and up to a ten thousand dollars ($10,000) civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; c) conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or e) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees and/or Subconsultants who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to SANITATION DISTRICT and/or general public upon request, provided the public request is made through PDSA PROJECT NO.P2-98 Revised 092115 PRIMARY TREATMENT SYSTEM REHABILITATION AND REPLACEMENT AT PLANT 2 Page 7 of 19 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 Regulations Section 16461(e). 6. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS A. Ownership of Documents for the Professional Services performed. All documents, including but not limited to, original plans, studies, sketches, drawings, computer printouts and disk files, and specifications prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the plans or specifications, where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 7. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. PDSA PROJECT NO.P2-98 Revised 092115 PRIMARY TREATMENT SYSTEM REHABILITATION AND REPLACEMENT AT PLANT 2 Page 8 of 19 iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000)aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. AutomotiveNehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of Two Million Dollars ($2,000,000) or alternatively, Two Million Dollars ($2,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be PDSA PROJECT NO.P2-98 Revised 092115 PRIMARY TREATMENT SYSTEM REHABILITATION AND REPLACEMENT AT PLANT 2 Page 9 of 19 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 Ten Million Dollars ($10,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: PDSA PROJECT NO.P2-98 Revised 092115 PRIMARY TREATMENT SYSTEM REHABILITATION AND REPLACEMENT AT PLANT 2 Page 10 of 19 • Certificate of Insurance ACORD Form 25 (5/2010)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30)days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. PDSA PROJECT NO.P2-98 Revised 092115 PRIMARY TREATMENT SYSTEM REHABILITATION AND REPLACEMENT AT PLANT 2 Page 11 of 19 K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. O. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 8. SCOPECHANGES In the event of a change in the Scope of Work, requested by SANITATION DISTRICT, the parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONSULTANT's fees. 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each PDSA PROJECT NO.P2-98 Revised 092115 PRIMARY TREATMENT SYSTEM REHABILITATION AND REPLACEMENT AT PLANT 2 Page 12 of 19 Subconsultant and each CONSULTANT's project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant on a per-project-element basis, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's personnel are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this Agreement requires the services of a registered engineer, such services hereunder will be performed under the direct supervision of registered engineers. 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all project related accounting records and documents, and any other financial data. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of the SANITATION DISTRICT. PDSA PROJECT NO.P2-98 Revised 092115 PRIMARY TREATMENT SYSTEM REHABILITATION AND REPLACEMENT AT PLANT 2 Page 13 of 19 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notices shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Natasha Dubrovski, Principal Contracts Administrator Copy: Dave MacDonald, Project Manager Notices shall be mailed to CONSULTANT at: «CONSULTANT COMPANY» «Street Address» «City, State Zips Attention: ((CONSULTANT's Representative» All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT's staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 14. TERMINATION The SANITATION DISTRICT may terminate this Agreement at any time, without cause, upon giving thirty(30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT and/or CONSULTANT in accordance with Section 13- NOTICES. 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by the SANITATION DISTRICT. PDSA PROJECT NO.P2-98 Revised 092115 PRIMARY TREATMENT SYSTEM REHABILITATION AND REPLACEMENT AT PLANT 2 Page 14 of 19 16. COMPLIANCE CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each party is a person duly authorized to execute agreements for that party. 18. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. 20. PROGRESS REPORTS Monthly progress reports shall be submitted for review by the tenth day of the following month and must include as a minimum: 1) current activities, 2)future activities, 3) potential items that are not included in the Scope of Work, 4) concerns and possible delays, 5) percentage of completion, and 6) budget status. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect PDSA PROJECT NO.P2-98 Revised 092115 PRIMARY TREATMENT SYSTEM REHABILITATION AND REPLACEMENT AT PLANT 2 Page 15 of 19 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, Subcensultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT's liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT's indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the PDSA PROJECT NO.P2-98 Revised 092115 PRIMARY TREATMENT SYSTEM REHABILITATION AND REPLACEMENT AT PLANT 2 Page 16 of 19 payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. CONSULTANT PERFORMANCE The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the SANITATION DISTRICT and may be considered in future CONSULTANT selection processes. 25. COMPLIANCE WITH 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. 26. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the Agreement is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, the SANITATION DISTRICT shall give the Consultant written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30)days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT's cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in this Agreement. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. PDSA PROJECT NO.P2-98 Revised 092115 PRIMARY TREATMENT SYSTEM REHABILITATION AND REPLACEMENT AT PLANT 2 Page 17 of 19 Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or agreement with, the CONSULTANT's request for final Agreement Acceptance. 27. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PDSA PROJECT NO.P2-98 Revised 092115 PRIMARY TREATMENT SYSTEM REHABILITATION AND REPLACEMENT AT PLANT 2 Page 18 of 19 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: COMPANYNAME By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Kelly A. Lore Clerk of the Board Date By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager Attachments: Attachment "A"—Scope of Work Attachment "B"—Labor Hour Matrix Attachment"C"—Conflict of Interest Disclaimer Attachment"D"—Allowable Direct Costs Attachment"E"—Fee Proposal Form Attachment"F"—Professional Design Services Agreement (PDSA) Attachment"G"—Acknowledgement of PDSA Attachment"H"— Professional Construction Services Agreement(PCSA) Attachment"I"—Cost Matrix and Summary Attachment"J"—Acknowledgement of Addenda Receipt Attachment"K"—Hourly Rate Schedule for Minor Subconsultants Attachment"L"—OCSD Safety Standards NKD:yp PDSA PROJECT NO.P2-98 Revised 092115 PRIMARY TREATMENT SYSTEM REHABILITATION AND REPLACEMENT AT PLANT 2 Page 19 of 19 OPERATIONS COMMITTEE Meng D310 TOBE. Dir. 07/lti06/16 07/27/1Or6 AGENDA REPORT ItemNumber Item Number Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE REALIGNMENT PROGRAM, PROJECT NO. P1-128 GENERAL MANAGER'S RECOMMENDATION Approve a Broker Representation Agreement with Cushman & Wakefield to give exclusive authority to represent the Orange County Sanitation District, at no cost, for the investigation and potential negotiation to acquire existing office building and/or land for a new Administration Building in an area near Plant No. 1. BACKGROUND In June, 2015, the Board of Directors approved the Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128. At the time, the project was to consider two alternative locations for the building, one where the existing Administration Building is located, the other in the southwest corner of Plant No. 1 next to the Engineering Trailers. Since then, the City of Fountain Valley has suggested the Orange County Sanitation District(Sanitation District)consider locating the building instead in the area between Ellis Avenue and the 405 Freeway between the Euclid Avenue off-ramp and Ward Street. Locating the new building in this area would save space on the plant site that might be needed for process facilities in the future. Approximately five acres of land would be needed for the Administration Building and parking. If the Administration Building is located across Ellis Avenue, the new Laboratory would be constructed within the north area of Plant No. 1 after demolition of the existing Administration Building. In June 2016, the Board of Directors approved agreements for California Environmental Quality Act (CEQA) assessment services and design services for the project. RELEVANT STANDARDS • Maintain collaborative and cooperative relationships with neighboring agencies • Make compelling cases for investment • Provide a safe and collegial workplace Page 1 of 3 PROBLEM At this point, a well-planned and executed survey of properties in the area is required to determine ownership, availability, cost of properties, and determine if a willing seller exists. Sanitation District staff does not have the professional experience, qualifications, and credentials appropriate to contact, negotiate, and acquire properties of this type. PROPOSED SOLUTION To provide the professional real estate services required for this project, staff proposes to enter into a Broker Representation Agreement. This agreement gives exclusive authority to Cushman &Wakefield to represent the Sanitation District for the investigation and potential negotiations to acquire property for an Administration Building in the area near Plant No. 1. No costs are incurred with this agreement. If a property deal is negotiated and approved by the Board of Directors, Cushman &Wakefield would receive commission tied to the transaction at that time. TIMING CONCERNS In June 2016, the Sanitation District awarded agreements for the CEQA study and final design. To consider locating the Administration Building on property north of Ellis Avenue, the availability of property must be determined before the design can proceed past the initial conceptual design stage. Moving forward with the CEQA study, property investigation, and final design simultaneously will minimize escalated costs, enable the Sanitation District to continue to progress towards permitted and ADA compliant buildings per agreements with the City of Fountain Valley, and to minimize the length of time that parking issues exist with the new front entry alignment which impacts parking for staff and visitors. RAMIFICATIONS OF NOT TAKING ACTION Withoutthe information on available properties, it will be impossible to accurately evaluate the alternative locating the Administration Building north of Ellis Avenue. This would either delay the project, or consideration of this alternative would have to be dropped. PRIOR COMMITTEE/BOARD ACTIONS June 2016 — Approved agreements for the CEQA study and Architectural and Engineering design services. October 2015 — Designated the southwest corner of Plant No. 1 as the location for the Headquarters Complex as the preferred alternative for CEQA evaluation under the Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128. Page 2 of 3 June 2015 — Established new project and budget for Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128. ADDITIONAL INFORMATION Staff interviewed three real estate brokerage firms for assistance: Cushman and Wakefield of California, Inc. CBRE Coldwell Banker Commercial Cushman and Wakefield was selected as the preferred firm based on interview questions related to approach, experience with public agencies, experience within Orange County and specifically Fountain Valley, relationships with property owners in the desired area, compensation structure, and experience and abilities of the key resources with the firm. CEQA CEQA work was awarded to LSA Associates, Inc. in June 2016. An EIR will be prepared. FINANCIAL CONSIDERATIONS This agreement does not require any commitment of funds. The brokerage firm would be compensated with a resulting real estate transaction should this occur, in accordance with standard brokerage commission fees. ATTACHMENT The following attachment(s) may be viewed on-line at the OOSD website (wwwocsd.corn with the complete agenda package: Broker Representation Agreement WS:dm:gc Page 3 of 3 BROKER REPRESENTATION AGREEMENT This Representation Agreement will exclusively authorize Cushman & Wakefield hereinafter "Broker" to represent the Orange County Sanitation District ("OCSD") in connection with the potential acquisition/negotiation for the purchase/lease of land or existing buildings in the area surrounding its existing offices/warehouses/maintenance shops and sanitation facilities which are located on Ellis Avenue in the City of Fountain Valley, California, for the purpose of relocating administrative offices only. The Broker will use its best efforts to secure the most favorable location, property and market terms for OCSD's consideration. Within that process, Broker will solicit the cooperation of all appropriate commercial real estate brokers, landlord/owners, developers and city and state agencies; while OCSD agrees to refer to Broker all inquiries or offerings received directly. OCSD shall have no liability or obligation to pay Broker any commission or other fee in connection with the services provided pursuant to this representation agreement. Broker shall look solely to the seller or landlord, as applicable, for its brokerage commission or fee in the event that a successful transaction is consummated(which consummation shall be in the sole and absolute discretion of OCSD), unless otherwise authorized by OCSD at the time of negotiation of the purchase in which case the Broker's commission shall not exceed 3 percent of the total purchase price for an entire transaction exceeding $10 million. Unless sooner terminated or extended by OCSD, this Representation Agreement will remain in effect until December 31, 2017, at which time it will expire. OCSD shall have the absolute right, in its sole discretion, to terminate this Representation Agreement without liability or obligation at any time upon written notice to Broker. AGREED AND ACCEPTED: BROKER: Name: Orange County Sanitation Name: Cushman & Wakefield District Address: 10844 Ellis Avenue Address: Fountain Valley, CA 92708 By: By: John Nielsen, Board Chair Name Printed: Attest: Kelly Lore, Clerk of the Board Its: Date: Date: 1164953.1 OPERATIONS COMMITTEE Meeting Date To Bd.of Dir. 07/06,16 — AGENDA REPORT Item Number Item Number z - Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: ENERGY SUPPLY AND DEMAND 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 Energy Supply and Demand. RELEVANT STANDARDS Ensure that the public's money is wisely spent. ATTACHMENT N/A RT:gc Page 1 of 1 ORANGE COUNTY SANITATION DISTRICT Agenda Terminology Glossary Glossary of Terms and Abbreviations AQMD Air Quality Management District ASCE American Society of Civil Engineers BOD Biochemical Oxygen Demand CARB California Air Resources Board CASA California Association of Sanitation Agencies CCTV Closed Circuit Television CEQA California Environmental Quality Act CIP Capital Improvement Program CRWQCB California Regional Water Quality Control Board CWA Clean Water Act CWEA California Water Environment Association EIR Environmental Impact Report EMT Executive Management Team EPA U.S. Environmental Protection Agency FOG Fats, Oils, and Grease gpd Gallons per day GWR System Groundwater Replenishment System (also called GWRS) ICS Incident Command System IERP Integrated Emergency Control Plan LOS Level of Service MGD Million gallons per day NACWA National Association of Clean Water Agencies NPDES National Pollutant Discharge Elimination System NWRI National Water Research Institute O&M Operations and Maintenance OCCOG Orange County Council of Governments OCHCA Orange County Health Care Agency OCSD Orange County Sanitation District OCWD Orange County Water District GOBS Ocean Outfall Booster Station OSHA Occupational Safety and Health Administration PCSA Professional Consultant Services Agreement POTW Publicly Owned Treatment Works ppm Parts per million PSA Professional Services Agreement RFP Request For Proposal Glossary of Terms and Abbreviations RWQCB Regional Water Quality Control Board SARFPA Santa Ana River Flood Protection Agency SARI Santa Ana River Inceptor SARWQCB Santa Ana Regional Water Quality Control Board SAW PA Santa Ana Watershed Project Authority SCADA Supervisory Control and Data Acquisition system SCAP Southern California Alliance of Publicly Owned Treatment Works SCAQMD South Coast Air Quality Management District SOCWA South Orange County Wastewater Authority SSMP Sanitary Sewer Management Plan SSO Sanitary Sewer Overflow SWRCB State Water Resources Control Board TDS Total Dissolved Solids TMDL Total Maximum Daily Load TSS Total Suspended Solids WDR Waste Discharge Requirements WEF Water Environment Federation WERF Water Environment Research Foundation Activated-sludge process — A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen, and consume dissolved nutrients in the wastewater. Benthos — The community of organisms, such as sea stars, worms and shrimp, which live on, in, or near the seabed, also know as the benthic zone. Biochemical Oxygen Demand (BOD)—The amount of oxygen used when organic matter undergoes decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in water. Biosolids — Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farm land or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements, additional capacity, and projects for the support facilities. Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere used as indicators of sewage pollution. E. coli are the most common bacteria in wastewater. Collections system — In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. Glossary of Terms and Abbreviations Certificate of Participation (COP) -A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. Contaminants of Potential Concern (CPC) - Pharmaceuticals, hormones, and other organic wastewater contaminants. Dilution to Threshold (D!f) - the dilution at which the majority of the people detect the odor becomes the D(f for that air sample. Greenhouse gases - In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse effect"). Groundwater Replenishment (GWR) System - A joint water reclamation project that proactively responds to Southern California's current and future water needs. This joint project between the Orange County Water District and the Orange County Sanitation District provides 70 million gallons a day of drinking quality water to replenish the local groundwater supply. Levels of Service (LOS)-Goals to support environmental and public expectations for performance. NOMA- N-Nitrosodimethylamine is an N-nitrosoamine suspected cancer-causing agent. It has been found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. National Biosolids Partnership (NBP) - An alliance of the National Association of Clean Water Agencies (NACWA) and Water Environment Federation (WEF), with advisory support from the U.S. Environmental Protection Agency (EPA). NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation in order to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. Plume-A visible or measurable concentration of discharge from a stationary source or fixed facility. Publicly-owned Treatment Works (POTW)- Municipal wastewater treatment plant. Santa Ana River Interceptor (SARI) Line - A regional brine line designed to convey 30 million gallons per day (MGD) of non-reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal, after treatment. Sanitary sewer - Separate sewer systems specifically for the carrying of domestic and industrial wastewater. Combined sewers carry both wastewater and urban run-off. South Coast Air Quality Management District (SCAQMD) - Regional regulatory agency that develops plans and regulations designed to achieve public health standards by reducing emissions from business and industry. Secondary treatment - Biological wastewater treatment, particularly the activated-sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater. Sludge - Untreated solid material created by the treatment of wastewater. Total suspended solids (TSS)-The amount of solids floating and in suspension in wastewater. Glossary of Terms and Abbreviations Trickling filter — A biological secondary treatment process in which bacteria and other microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in wastewater as it trickles over them. Urban runoff — Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and oceans. Wastewater—Any water that enters the sanitary sewer. Watershed —A land area from which water drains to a particular water body. OCSD's service area is in the Santa Ana River Watershed.