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HomeMy WebLinkAbout09-05-2018 Operations Committee Meeting Agenda Packet Orange County Sanitation District Jp�1 SANir,,o Wednesday, September 5, 2018 Regular Meeting of the "a 5:00 P.M. OPERATIONS COMMITTEE e 9 Administration Building Board Room 10844 Ellis Avenue 9of°r" THE EH�P Fountain Valley, CA 92708 (714) 593-7433 AGENDA CALL TO ORDER PLEDGE OF ALLEGIANCE DECLARATION OF QUORUM: Clerk of the Board PUBLIC COMMENTS: If you wish to address the Committee on any item, please complete a Speaker's Form (located at the table outside of the Board Room) and submit it to the Clerk of the Board or notify the Clerk of the Board the item number on which you want to speak. Speakers will be recognized by the Chairman and are requested to limit comments to three minutes. REPORTS: The Committee Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Committee Members. These reports are for information only and require no action by the Committee. CONSENT CALENDAR: The Consent Calendar Items are considered routine and will be enacted, by the Committee, after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve Minutes of the Regular meeting of the Operations Committee held on July 18, 2018. 2. PLANT NO. 1 LABORATORY BUILDING UPS SYSTEM REPLACEMENT, PROJECT NO. MP-433 (Ed Torres) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Purchase Order contract for the purchase and installation of an uninterruptible power supply (UPS) system for the Plant No. 1 Laboratory Building, Project No. MP-433, using the U.S. Communities Master Agreement No. EV2370 to Graybar Electric, for an amount not to exceed $233,536; and B. Approve a contingency of $46,707 (20%). 09/05/2018 Operations Committee Agenda Page 1 of 7 3. SERVICE CONTRACT FOR ROLL UP, SLIDE, AND FIRE DOOR MAINTENANCE & REPAIR, SPECIFICATION NO. S-2018-922BD (Ed Torres) RECOMMENDATION: A. Approve a Purchase Order contract with Excel Door & Gate Company for preventative maintenance service, Specification No. S-2018-922BD, in the amount of $72,250, and an additional $60,000 for parts associated with corrective repairs, for a total annual amount not to exceed $132,250, for the period October 1, 2018 through September 30, 2019, with four (4) one-year renewal options; and B. Approve an annual contingency of $13,225 (10%). 4. FLIR GFX-320 OPTICAL GAS IMAGING CAMERA (Ed Torres) RECOMMENDATION: A. Approve a Sole Source Purchase Order with FLIR Commercial Systems, Inc. for the purchase of one FLIR GFX-320 optical gas imaging camera, for a total amount not to exceed $99,996 delivered, including sales tax; and B. Approve a contingency of $3,000 (3%). 5. PROTECTIVE RELAY AND CIRCUIT BREAKER TESTING, SPECIFICATION NO. S-2018-94OBD (Ed Torres) RECOMMENDATION: Recommend to the Board of Directors to: A. Award a Service Contract to Western Electrical Services for Protective Relay and Circuit Breaker Testing at Plant Nos. 1 and 2, Specification No. S-2018-940-BD, for a total amount not to exceed $437,670; and B. Approve a contingency of $87,534 (20%). 6. QUARTERLY ODOR COMPLAINT REPORT (Ed Torres) RECOMMENDATION: Receive and file the Fiscal Year 2017/18 Fourth Quarter Odor Complaint Summary. 7. UPS AND BATTERY CHARGER MAINTENANCE (Ed Torres) RECOMMENDATION: A. Approve a Purchase Order renewal for Final Year of Contract Services with Camali Corp. for UPS and Battery Charger Maintenance for Plant Nos. 1 and 09/05/2018 Operations Committee Agenda Page 2 of 7 2 and Pump Stations, per Specification No. S-2014-619 for Preventative Maintenance Services, for a total amount not to exceed $135,486 for the period of October 1, 2018 through September 30, 2019; and B. Approve a contingency of $6,774 (5%). 8. ANNUAL MANHOLE FRAME AND COVER REPAIR CONTRACT (Ed Torres) RECOMMENDATION: A. Award a Service Contract to ZECO, Inc. to provide Manhole Frame & Cover Replacement Services, Specification No. S-2018-961 BD, for a total amount not to exceed $154,070; for the period beginning October 1, 2018 through September 30, 2019, with four (4) one-year renewal options; and B. Approve an annual contingency of $23,110 (15%). 9. TRICKLING FILTER "A" PLANT NO. 2 REPAIR (Ed Torres) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Sole Source Purchase Order to Ovivo USA, LLC to refurbish and repair Trickling Filter "A" rotary distributor and associated damaged components for a total amount not to exceed $175,085; B. Approve a contingency of $35,017 (20%); and C. Approve Amendment to Orange County Sanitation District Purchase Order Terms and Conditions. 10. CAPITAL IMPROVEMENT PROGRAM CONTRACT PERFORMANCE REPORT (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: Receive and file the Capital Improvement Program Contract Performance Report for the period ending June 30, 2018. 11. BATTERY STORAGE SYSTEM AT PLANT NO. 1, PROJECT NO. FE17-03 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: A. Ratify the General Manager's signature of the Southern California Gas Self Generation Incentive Program Reservation Request Form, and authorize the 09/05/2018 Operations Committee Agenda Page 3 of 7 General Manager to sign the remaining required documents for the Battery Storage System at Plant No. 1, Project No. FE17-03; and B. Authorize the General Manager to sign the Southern California Edison's Customer Generation Agreement related to Battery Storage System at Plant No. 1, Project No. FE17-03. 12. SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: A. Receive and file Bid Tabulation and Recommendation for Helix Electric for Safety Improvements Program: Exit Signs, Exit Lights, Electrical Disconnects, and Gas Detection, Contract No. J-1261; B. Award a Construction Contract to Helix Electric for the Safety Improvements Program: Exit Signs, Exit Lights, Electrical Disconnects, and Gas Detection, Contract No. J-1261, for a total amount not to exceed $881,800, to address identified emergency lights and exit sign issues; and C. Approve a contingency of $88,180 (10%). 13. SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL, PROJECT NO. 2-41-8 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Professional Construction Services Agreement with Michael Baker International, Inc. to provide construction support services for Santa Ana River Interceptor Rock Stabilizers Removal, Project No. 2-41-8, for a total amount not to exceed $215,129; and B. Approve a contingency of $21,513 (10%). 14. SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL, PROJECT NO. 2-41-8 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: A. Receive and file Bid Tabulation and Recommendation for Santa Ana River Interceptor Rock Stabilizers Removal, Project No. 2-41-8; B. Award a Construction Contract to Griffith Company for Santa Ana River Interceptor Rock Stabilizers Removal, Project No. 2-41-8, for a total amount not to exceed $2,809,082; and C. Approve a contingency amount of $280,908 (10%). 09/05/2018 Operations Committee Agenda Page 4 of 7 NON-CONSENT: 15. LEASE PACIFIC STREET PROPERTY AND AMEND BANDILIER CIRCLE PROPERTY LEASE (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: A. Authorize the execution of an amendment to the existing lease with the Chefs' Toys, LLC, a wholly-owned subsidiary of TriMark USA, LLC for the real property at 18484 Bandilier Circle in Fountain Valley, in a form approved by General Counsel. B. Authorize the execution of a lease with Chefs' Toys, LLC, a wholly-owned subsidiary of TriMark USA, LLC for the Orange County Sanitation District's real property at 18475 Pacific Street, Fountain Valley, for a term commencing on September 27, 2018 and ending September 30, 2019, in a form approved by General Counsel; and 16. GISLER-REDHILL SYSTEM IMPROVEMENTS, REACH B, PROJECT NO. 7-37 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: Approve a contingency increase of $365,257 (2.37%) to the construction contract with Kiewit Infrastructure West Company for Gisler-Redhill System Improvements, Reach B, Project No. 7-37, for a total construction contingency of $1,908,457 (12.37%). 17. INTERIM FOOD WASTE RECEIVING FACILITY, PROJECT NO. P2-124 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Professional Design Services Agreement with Kennedy/Jenks Consultants to provide engineering services for Interim Food Waste Receiving Facility, Project No. P2-124, for an amount not to exceed $695,000; and B. Approve a contingency of $69,500 (10%). 18. OCEAN OUTFALL SYSTEM REHABILITATION, PROJECT NO. J-117 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: Approve a contingency increase of $677,801 (10%) to the Professional Design Services Agreement with Brown and Caldwell for Ocean Outfall System Rehabilitation, Project No. J-117, for a total contingency of $4,405,710 (65%). 09/05/2018 Operations Committee Agenda Page 5 of 7 19. TRANSFER UPSTREAM PORTION OF JAMBOREE SEWER TO THE CITY OF NEWPORT BEACH (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Quitclaim Deed to the City of Newport Beach transferring ownership and associated property rights for the local sewer in Jamboree Road; and B. Authorize a transfer of $300,000 to the City of Newport Beach for necessary repairs. INFORMATION ITEMS: 20. ORANGE COUNTY SANITATION DISTRICT OPERATIONS & MAINTENANCE DEPARTMENT PRESENTATION (Ed Torres) 21. BAY BRIDGE PUMP STATION REPLACEMENT, PROJECT NO. 5-67 (Rob Thompson) DEPARTMENT HEAD REPORTS: CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: The next Operations Committee meeting is scheduled for October 3, 2018 at 5:00 p.m. 09/05/2018 Operations Committee Agenda Page 6 of 7 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, MMC Clerk of the Board (714)593-7433 klore@ocsd.com For any questions on the agenda, Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 Iherberg(@ocsd.com Assistant General Manager Rob Thompson (714)593-7310 rthompson(cDocsd.com Assistant General Manager Lorenzo Tyner (714)593-7550 Ityner(o-)ocsd.com Director of Operations& Ed Torres (714)593-7080 etorres(@ocscl.com Maintenance 09/05/2018 Operations Committee Agenda Page 7 of 7 ITEM NO. 1 MINUTES OF THE OPERATIONS COMMITTEE Orange County Sanitation District Wednesday, July 18, 2018, 5:00 p.m. A regular meeting of the Operations Committee was called to order by Committee Chair Withers on Wednesday, July 18, 2018 at 5:03 p.m. in the Administration Building. Alternate Director Brooke Jones led the Flag Salute. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: John Withers, Chair Jim Herberg, General Manager Denise Barnes Rob Thompson, Assistant General Manager Allan Bernstein Jim Colston, Director of Environmental Services Robert Collacott Laura Maravilla, Acting Director of Human Brooke Jones, Alternate Resources Steve Jones Ed Torres, Director of Operations & Maintenance Fred Smith Lorenzo Tyner, Director of Finance & Mariellen Yarc Administrative Services David Shawver, Board Vice-Chair Tina Knapp, Deputy Clerk of the Board Jennifer Cabral COMMITTEE MEMBERS ABSENT: Ron Coss Ellery Deaton, Vice-Chair Mike Dorman Scott Peotter Dean Fisher Tim Shaw Alfredo Garcia Michelle Steel Mark Manzo Greg Sebourn, Board Chair Emmeline McCaw Kathy Millea Jeff Mohr Vanh Phonsiri Ddaze Phuong OTHERS PRESENT: Brad Hogin, General Counsel Jose Zepeda, IRWD PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Committee Chair Withers did not provide a report. 07/18/2018 Operations Committee Minutes Page 1 of 5 REPORT OF GENERAL MANAGER: General Manager Jim Herberg reported that a tour was provided yesterday for staff from Congresswoman Mimi Walters office and that the Orange County Business Council held a Workforce Development Committee meeting today at the Sanitation District. Mr. Herberg also indicated that he will be attending the National Association of Clean Water Agencies Conference in Boston next week. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, and DULY CARRIED TO: Approve Minutes of the June 6, 2018 Operations Committee Meeting. AYES: Barnes, Collacott, B. Jones (Alternate), S. Jones, Shawver, F. Smith, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Bernstein, Deaton, Peotter, Sebourn, Shaw, and Steel 2. EXTENSION FOR FISH TRACKING STUDY SOLE SOURCE CONTRACT WITH DR. CHRISTOPHER LOWE — CALIFORNIA STATE UNIVERSITY LONG BEACH (Jim Colston) MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: Ratify and approve a contract extension to Dr. Christopher Lowe of the California State University Long Beach for the period July 1, 2018 through October 31, 2018 at a cost not to exceed $14,058 for a total contract cost not to exceed $214,058. AYES: Barnes, Collacott, B. Jones (Alternate), S. Jones, Shawver, F. Smith, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Bernstein, Deaton, Peotter, Sebourn, Shaw, and Steel 3. AGREEMENTS FOR THE PURCHASE OF SODIUM HYPOCHLORITE (BLEACH SOLUTION), SPECIFICATION NO. C-2018-939BD FOR ODOR CONTROL AND PLANT WATER DISINFECTION IN THE TREATMENT PLANTS (Ed Torres) MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Award a Chemical Supplier Agreement to Olin Corporation, for the purchase of bulk Sodium Hypochlorite (Bleach Solution), Specification No. C-2018- 07/18/2018 Operations Committee Minutes Page 2 of 5 939BD, for the period of September 1, 2018 through August 31, 2019, for a unit price of $0.698/gallon, delivered, plus applicable sales tax, for a total estimated annual amount of $910,890 with four (4) one-year renewal options; B. Award a Contract Purchase Order to Waterline Technologies, Inc., for the purchase of chemical totes of Sodium Hypochlorite, Specification No. C-2018-939BD, for the period of September 1, 2018 through August 31, 2019, for a unit price of $1.16/gallon, delivered, plus applicable sales tax, for a total estimated annual amount of$4,996 with four(4) one-year renewal options; and C. Approve a unit price contingency of 10% per year for General Manager's Recommendation Items A and B. AYES: Barnes, Collacott, B. Jones (Alternate), S. Jones, Shawver, F. Smith, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Bernstein, Deaton, Peotter, Sebourn, Shaw, and Steel NON-CONSENT: 4. CEQA PLAN 2017 — MASTER CONTRACT NO. CEQA PLAN2017-00 (Rob Thompson) Assistant General Manager Rob Thompson provided background information on this item and Item No. 5. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve Amendments to Master Contracts for annual Professional Services Agreements with HDR Engineering, Inc.; Michael Baker International, Inc.; Helix Environmental Planning, Inc.; ESA; AECOM Technical Services, Inc.; and LSA Associates, Inc. for on-call CEQA Master Contract No. CEQA PLAN2017-00 to increase the allowable individual task order limit to $300,000, and the allowable maximum annual contract year limitation to $600,000 as established by Purchasing Ordinance No. OCSD-52 for each Professional Services Agreement; and B. Authorize the General Manager to approve amendments for the remaining annual renewals of the Master Contracts with HDR Engineering, Inc.; Michael Baker International, Inc.; Helix Environmental Planning, Inc.; ESA; AECOM Technical Services, Inc.; and LSA Associates, Inc. for on-call CEQA Master Contract No. CEQA PLAN2017-00 in an amount not to exceed the allowable maximum annual amount established in Purchasing Ordinance No. OCSD-52 for each Professional Services Agreement. AYES: Barnes, Collacott, B. Jones (Alternate), S. Jones, Shawver, F. Smith, Withers, and Yarc 07/18/2018 Operations Committee Minutes Page 3 of 5 NOES: None ABSTENTIONS: None ABSENT: Bernstein, Deaton, Peotter, Sebourn, Shaw, and Steel 5. ON-CALL PLANNING STUDIES MASTER CONTRACT NO. PLAN2017-00 (Rob Thompson) MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve Amendments to Master Contracts for the annual Professional Services Agreements with Brown and Caldwell; AECOM Technical Services, Inc.; HDR Engineering, Inc.; Dudek; and Woodard & Curran, Inc. for on-call Planning Studies Master Contract No. PLAN2017-00 to increase the allowable individual task order limit to $300,000, and the allowable maximum annual contract year limitation to $600,000 as established by Purchasing Ordinance No. OCSD-52 for each Professional Services Agreement; and B. Authorize the General Manager to approve amendments for the remaining annual renewals of the Master Contracts with Brown and Caldwell; AECOM Technical Services, Inc.; HDR Engineering, Inc.; Dudek; and Woodard & Curran, Inc. for on-call Planning Studies Master Contract No. PLAN2017- 00 in an amount not to exceed the allowable maximum annual amount established in Purchasing Ordinance No. OCSD-52 for each Professional Services Agreement. AYES: Barnes, Collacott, B. Jones (Alternate), S. Jones, Shawver, F. Smith, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Bernstein, Deaton, Peotter, Sebourn, Shaw, and Steel INFORMATION ITEMS: 6. SLATER PUMP STATION VALVE REPLACEMENTS, PROJECT NO. FE16-14 (Rob Thompson) Mr. Thompson provided a verbal report on this item as a precursor to presenting it for approval directly to the Board in August. Director Bernstein arrived at 5:09 p.m. Director Peotter arrived at 5:35 p.m. 07/18/2018 Operations Committee Minutes Page 4 of 5 7. LABORATORY, MONITORING, AND COMPLIANCE DIVISION UPDATE (Jim Colston) Director of Environmental Services Jim Colston introduced Ron Coss, Environmental Laboratory Manager, who provided an informative PowerPoint presentation that included an overview of the staff structure and retention, the Division's budget, productivity of the lab, how the Sanitation District compares to other agencies, an overview of monitoring both in the water and above, who the Division supports and how reporting is done, an overview of recent accomplishments, and the Division management team. DEPARTMENT HEAD REPORTS: None. CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Alternate Director Brooke Jones complimented Mr. Thompson on a recent presentation he made. ADJOURNMENT Committee Chair Withers declared the meeting adjourned at 5:42 p.m. to the next meeting of Wednesday, September 5, 2018 at 5:00 p.m. Submitted by, Tina Knapp, CMC Deputy Clerk of the Board 07/18/2018 Operations Committee Minutes Page 5 of 5 OPERATIONS COMMITTEE Meeting Date To Dir. 09/05/18 09/9/26/18 AGENDA REPORT Item Number Item Number 2 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: PLANT NO. 1 LABORATORY BUILDING UPS SYSTEM REPLACEMENT, PROJECT NO. MP-433 GENERAL MANAGER'S RECOMMENDATION A. Approve a Purchase Order contract for the purchase and installation of an uninterruptible power supply system for the Plant No. 1 Laboratory Building, Project No. MP-433, using the U.S. Communities Master Agreement No. EV2370 to Graybar Electric, for an amount not to exceed $233,536; and B. Approve a contingency of $46,707 (20%). BACKGROUND Orange County Sanitation District's (Sanitation District) wastewater treatment facilities include critical control systems, networking equipment, and critical facilities such as the Plant No. 1 Laboratory Building. The Laboratory Building houses critical and sensitive analytical equipment for the analysis of the numerous treatment process system samples in accordance with regulatory requirements. The laboratory systems must remain in continuous service, even during a power interruption. For this reason, this equipment requires an uninterruptible power supply (UPS). RELEVANT STANDARDS • Protect Orange County Sanitation District assets • 24/7/365 treatment plant reliability PROBLEM The existing Laboratory Building UPS system is obsolete, prone to failure, and has proven to be unreliable and expensive to maintain. PROPOSED SOLUTION Staff recommends replacing the existing Laboratory Building UPS system with a new, more reliable UPS system that will include enhanced features to easily isolate and maintain the UPS units. Page 1 of 2 TIMING CONCERNS Due to the present unreliability of the Laboratory Building UPS system, proceeding in a timely fashion is desired. RAMIFICATIONS OF NOT TAKING ACTION Not taking action will mean that the Plant No. 1 Laboratory Building analytical and sampling systems are more susceptible to failure. Timely processing and analysis of critical treatment plant process samples could be disrupted resulting in loss of critical data for the operation of the treatment facilities. PRIOR COMMITTEE ACTIONS N/A ADDITIONAL INFORMATION The Laboratory Building at Plant No. 1 includes three UPS Modules: one is located on the first floor and two others are on the second floor. The scope of this project covers replacement of all three UPS Modules with new UPS's, modification of existing power supply source (installation of new breakers in existing power panels, splicing existing feeder cables and routing to new UPS's, testing and commissioning of new equipment, and subsequent cutovers to existing Panels). A 20% contingency (-7% per UPS) has been suggested to cover any unforeseen issues during the construction phase of the Project. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the FY 18/19 Budget, Operations and Maintenance Capital Program (Section 8, Page 50). Date of Approval Contract Amount Contingency 09/26/18 $233,536 $46,707 (20%) ATTACHMENTS The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: N/A Page 2 of 2 OPERATIONS COMMITTEE Meeting Date To Bd. of Dir. 09/05/18 -- AGENDA REPORT Item Number Item Number 3 -- Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: SERVICE CONTRACT FOR ROLL UP, SLIDE, AND FIRE DOOR MAINTENANCE & REPAIR, SPECIFICATION NO. S-2018-922BD GENERAL MANAGER'S RECOMMENDATION A. Approve a Purchase Order contract with Excel Door & Gate Company for preventative maintenance service, Specification No. S-2018-922BD, in the amount of $72,250, and an additional $60,000 for parts associated with corrective repairs, for a total annual amount not to exceed $132,250, for the period October 1, 2018 through September 30, 2019, with four (4) one-year renewal options; and B. Approve an annual contingency of $13,225 (10%). BACKGROUND The Orange County Sanitation District (Sanitation District) has a regular need for outside service to perform preventive (PM) and corrective maintenance (CM) on roll-up doors, slide doors, fire doors, dock levelers, hatches, and passage doors. RELEVANT STANDARDS • Protect Orange County Sanitation District assets • Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard • Provide a safe and collegial workplace PROBLEM Having equipment that operates properly is vital to the effective use of our resources and contributes to the overall safety of our employees. Not having proper maintenance may lead to potential loss of operating efficiency and could potently increase safety risk to our employees. PROPOSED SOLUTION Award a new roll-up, slide, and fire door maintenance contract to Excel Door & Gate Company. This maintenance service contract shall lead to consistent operation condition and contribute to the overall safety of our employees. Page 1 of 2 TIMING CONCERNS The current contract for roll-up doors, slide doors, fire doors, dock levelers, hatches, and passage doors expires on September 30, 2018. RAMIFICATIONS OF NOT TAKING ACTION If the repair services for doors is not done, lack of door maintenance will present safety concerns, asset longevity issues, and potential security risks. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The Sanitation District advertised for bids on April 24, 2018 via PlanetBids and bidding closed on May 29, 2018. We received one (1) sealed bid. The bid was evaluated in accordance with the Sanitation District's policies and procedures. Staff recommends awarding a service contract to Excel Door & Gate Company for maintenance service and repairs. The $60,000 parts associated with corrective repairs portion of the Purchase Order contract is being recommended based on historical trend for these types of repairs. A contingency of (10%) is requested to account for potential increases in door repair and material costs. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the FY 18-19 Operating Budget, Divisions 870 and 880 (Section 6, Pages 92 and 100, Line item: Repairs and Maintenance). Date of Approval Contract Amount Continaencv 09/05/18 $132,250 $13,225 (10%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: N/A Page 2 of 2 OPERATIONS COMMITTEE Meeting Date To Bd. of Dir. 09/05/18 -- AGENDA REPORT Item Number Item Number 4 -- Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: FLIR GFX-320 OPTICAL GAS IMAGING CAMERA GENERAL MANAGER'S RECOMMENDATION A. Approve a Sole Source Purchase Order with FLIR Commercial Systems, Inc. for the purchase of one FLIR GFX-320 optical gas imaging camera, for a total amount not to exceed $99,996 delivered, including sales tax; and B. Approve a contingency of $3,000 (3%). BACKGROUND Orange County Sanitation District's (Sanitation District) air quality permits require that all digester gas be combusted in permitted combustion devices (such as our Cen-Gen engines, boilers, and flares). Venting of digester gas through broken or leaking digester fixtures such as seals, sight glasses, etc. is a violation of this requirement, and self- reporting of such violations are required under our permit. To minimize the risk of enforcement penalties associated with reporting these venting incidents, staff recommends proactive monitoring of digester equipment to identify cracks and leaks in early stages. Using the FLIR camera supports this proactive approach to manage compliance and odors through prevention and early detection of significant leaks of digester gas. RELEVANT STANDARDS • Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting • Comply with environmental permit requirements • Maintain a proactive asset management program PROBLEM Venting of digester gas through broken or leaking digester fixtures such as seals, sight glasses, etc. is a violation of the air quality permits and increases our risk of enforcement penalties because of the requirement to self-report. Page 1 of 3 PROPOSED SOLUTION Proactively monitoring the digester equipment to identify cracks and leaks by using the FLIR optical gas imaging camera to identify uncontrolled venting incidents will allow the Sanitation District fix problems and maintain permit compliance. TIMING CONCERNS N/A RAMIFICATIONS OF NOT TAKING ACTION Exposure to air quality permit violation and enforcement penalties. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Staff recommends sole source purchase of the FLIR GFX-320 camera for the following reasons: 1. The GFX-320 is the only camera system that has a feature which is fully radiometric. The use of radiometry is to determine the difference in the temperature of objects and gases to aid in detecting gas emission leaks. The EyeCgas camera system, the GFX-320's closest competitor, does not have this feature, which prevents its use during certain atmospheric conditions. 2. The GFX-320 is ergonomically designed. The GFX-320 incorporates a "flip-out", a multi-position eyepiece viewfinder. This design feature allows the user to select between the eyepiece viewfinder (for safe operation with one hand in direct sunlight and other bright light conditions) or select the flip-out color LCD display to help reduce eye fatigue. The EyeCgas system includes a display that requires both eyes and hands to support. 3. Staff rented the GFX-320 for seven days and found these specific features to be safe and user friendly, and accurately detected fugitive emissions. Cost of renting this camera is $4,250 per week plus shipping charges. Purchase of this camera is more cost effective given that the useful life of the camera is 10 years. The cost of the competitor's camera is $90,300; however, it does not meet the Sanitation District's requirements. CEQA N/A Page 2 of 3 FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted and approved in the FY 2018-19 Budget, Section 8, Page 95. No contingency funds will be used for this purchase. Date of Approval Contract Amount Contingency 09/05/18 $99,996 $3,000 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: N/A Page 3 of 3 OPERATIONS COMMITTEE Meeting Date To Dir. 09/05/18 09/9/26/18 AGENDA REPORT Item Number Item Number 5 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: PROTECTIVE RELAY AND CIRCUIT BREAKER TESTING, SPECIFICATION NO. S-2018-94OBD GENERAL MANAGER'S RECOMMENDATION A. Award a Service Contract to Western Electrical Services for Protective Relay and Circuit Breaker Testing at Plant Nos. 1 and 2, Specification No. S-2018-940-BD, for a total amount not to exceed $437,670; and B. Approve a contingency of $87,534 (20%). BACKGROUND Electrical Relays and Circuit Breakers are protective devices that serve as the watchdogs in an electrical power system. These devices are designed to continuously monitor electrical circuits for problems (like short circuits) over the decades-long lifespan of the equipment. Yet, if a problem arises at any time, those same devices must swiftly and reliably trip circuit breakers in split-seconds to prevent injury to personnel and reduce damage to equipment. It is therefore necessary to periodically test the devices to ensure that they will work when required. RELEVANT STANDARDS • Protect Orange County Sanitation District assets • 24/7/365 treatment plant reliability • Maintain a proactive asset management program PROBLEM The protective relays and circuit breakers must be tested every 3-4 years to confirm they are properly set and make sure that they will work reliably and safely when an actual power problem occurs. PROPOSED SOLUTION Due to the significant labor effort involved in testing approximately 1,250 protective relays and circuit breakers, this work must be contracted out. Staff recommends awarding a Service Contract to Western Electrical Services to provide Protective Relay and Circuit Breaker Testing Services for Treatment Plant Nos. 1 and 2. Page 1 of 3 TIMING CONCERNS Approval by the Board of Directors is necessary to ensure the Orange County Sanitation District (Sanitation District) can verify by testing that treatment plant power systems are safe, reliable, and conform to NFPA70B (National Fire Protection Association) standards. RAMIFICATIONS OF NOT TAKING ACTION If the testing services are not soon performed, the operational status of protective relays and circuit breakers will continue to be unverified, resulting in greater risk of potential injury and equipment damage, loss of power, and unscheduled plant shutdowns. PRIOR COMMITTEE/BOARD ACTIONS February 2014 - Award of a contract for Electrical Relay Testing and Calibration, Specification No. S-2013-574-R2 to Power Testing and Energization. ADDITIONAL INFORMATION The Sanitation District issued a Notice Inviting Bids on May 16, 2018 for protective relay and circuit breaker testing at the treatment plants. Four (4) sealed bids were received on June 26, 2018. The bids were evaluated in accordance with the Sanitation District's policies and procedures. After the issuance of the Notice of Intent to Award on July 5, 2018, the lowest responsive bidder (Electric Power Systems) withdrew their Bid on July 9, 2018 due to their incorrect cost calculations for this contract. Furthermore, the next lowest Bid received (submitted by General Electric International Inc.) was considered as non-responsive as they did not meet the NIB's (National Insurance Board) Contractor Staff NETA (National Electrical Testing Association) Certification Requirements. The third lowest responsive bid was submitted by Western Electrical Services for $437,670. Staff recommends awarding a service contract to the lowest responsive and responsible bidder, Western Electrical Services, for Protective Relay and Circuit Breaker Testing. Summary information of the bids received is as follows: Bidder Amount Electric Power Systems $255,335 Withdrew Bid General Electric International, Inc. $427,885.57 (Non-Responsive) Western Electrical Services $437,670 Applied Engineering Concepts $599,790 A contingency of 20% is recommended because of the potential for additional work required to troubleshoot and repair faulty electrical equipment revealed by the testing and for rescheduling testing of critical equipment due to potential operating constraints. Page 2 of 3 CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the FY18/19 Operating Budget, Divisions 870 and 880, Plant Nos. 1 and 2 Maintenance (Section 6, Pages 92 and 100, Line item: Repairs and Maintenance). Date of Approval Contract Amount Contingency 09/26/18 $437,670 $87,334 (20%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Service Contract Page 3 of 3 SERVICE CONTRACT P1 & P2 Electrical Relay Testing Specification No. S-2018-94OBD THIS CONTRACT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and Western Electrical Services with a principal place of business at 5505 Daniels Street, Chino, CA 91710 (hereinafter referred to as "Contractor") collectively referred to as the "Parties". WITNESSETH WHEREAS, OCSD desires to temporarily retain the services of Contractor for P1 & P2 Electrical Relay Testing "Services" as described in Exhibit "A"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-52; and WHEREAS, on September 26, 2018, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish such Services, NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 1. Introduction 1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in Exhibit "A". 1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Exhibit "A" Scope of Work Exhibit "B" Bid Exhibit "C" Acknowledgement of Insurance Requirements Exhibit "D" OCSD Safety Standards Exhibit "E" Performance Bond 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects govern and control. 1.4 The provisions of this Contract may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. Orange County Sanitation District 1 of 10 Specification No. S-2018-94OBD Version 032018 1.5 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any paragraph or provision hereof. 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 The term "hours", when used in this Contract, shall be as defined in Exhibit "A". 1.9 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under "Compensation" below. 1.10 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Contractor as a result of work performed in anticipation of purchases of said services by OCSD. 2. Compensation Compensation to be paid by OCSD to Contractor for the Services provided under this Contract shall be a total amount not exceed four hundred thirty-seven thousand six hundred and seventy Dollars ($437,670.00). 3. California Department of Industrial Relations (DIR) Registration and Record of Wages 3.1 To the extent Contractor's employees and/or its subcontractors who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq., Contractor and its subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. 3.2 The Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. 3.3 Pursuant to Labor Code Section 1776, the Contractor and its subcontractors shall furnish a copy of all certified payroll records to OCSD and/or general public upon request, provided the public request is made through OCSD, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the Department of Industrial Relations. 3.4 The Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). Orange County Sanitation District 2 of 10 Specification No. S-2018-94OBD Version 032018 4. Payments and Invoicing 4.1 Contractor shall be paid monthly by OCSD upon approval of invoices by OCSD's Project Manager or designee, for Services rendered as required in Exhibit "A". OCSD, at its sole discretion, shall be the determining party as to whether the Services have been satisfactorily completed. 4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaff OCSD.com and "INVOICE" with the Purchase Order Number and S-2018- 940BD shall be referenced in the subject line. 5. Audit Rights Contractor agrees that, during the term of this Contract and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services identified in Exhibit "A". Contractor shall perform said Services in accordance with generally accepted industry and professional standards. 7. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. 8. Contract Term The Services provided under this Agreement shall be for a period of seventy-two (72) weeks commencing on November 1, 2018. 9. Renewals (Not used) 10. Extensions The term of this Contract may be extended only by written instrument signed by both Parties. 11. Performance Time is of the essence in the performance of the provisions hereof. 12. Termination 12.1 OCSD reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon receipt of a termination notice, Contractor shall immediately discontinue all work under this Contract (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Contractor for work performed (cost and fee) to the date of termination. Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Contractor other than for work performed to the date of termination. 12.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Contractor is not complying with the Scope of Work requirements, if the level of service is inadequate, or any other default of this Contract. 12.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written notice to Contractor: Orange County Sanitation District 3 of 10 Specification No. S-2018-94OBD Version 032018 ■ if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or ■ if Contractor sells its business; or ■ if Contractor breaches any of the terms of this Contract; or ■ if total amount of compensation exceeds the amount authorized under this Contract. 12.4 All OCSD property in the possession or control of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. 14. Bonds Contractor shall, before entering upon the performance of this Contract, furnish a bond (attached hereto in Exhibit "E") approved by OCSD's General Counsel - one in the amount of one hundred percent (100%) of the total Contract price bid, to guarantee the faithful performance of the work, and the other in the amount of one hundred percent (100%)of the total Contract price bid, to guarantee payment of all claims for labor and materials furnished. This Contract shall not become effective until such a bond is supplied to and accepted by OCSD. The Bond must be issued by a California admitted surety and must be maintained throughout the life of the Contract and during the warranty period 15. Indemnification and Hold Harmless Provision Contractor shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or be caused by Contractor's services under this Contract, or by its subcontractor(s) or by anyone directly or indirectly employed by Contractor, and whether such damage or injury shall accrue or be discovered before or after the termination of the Contract. Except as to the sole active negligence of or willful misconduct of OCSD, Contractor shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys' fees: (a) for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with Contractor's performance under the Contract, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process, or any patented or unpatented invention, article or appliance, furnished or used under the Contract, and/or(c)on account of any goods and services provided under this Contract. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Contractor of or anyone employed by or working under Contractor. To the maximum extent permitted by law, Contractor's 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 Orange County Sanitation District 4 of 10 Specification No. S-2018-94OBD Version 032018 that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Contractor agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. 16. OCSD Safety Standards OCSD requires Contractor and its subcontractor(s) to follow and ensure their employees follow all Federal, State, and local regulations as well as OCSD Safety Standards while working at OCSD locations. If during the course of the Contract it is discovered that OCSD Safety Standards do not comply with Federal, State, or local regulations, then the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Contractor and all of its employees and subcontractors, shall adhere to all applicable OCSD Safety Standards attached hereto in Exhibit "D". 17. Warranties In addition to the warranties stated in Exhibit "A", the following shall apply: 17.1 Manufacturer's standard warranty shall apply. All manufacturer warranties shall commence on the date of acceptance by the OCSD Project Manager or designee of the work as complete. 17.2 Contractor's Warranty(Guarantee): If within a one (1)year period of completion of all work as specified in Exhibit "A", OCSD informs Contractor that any portion of the Services provided fails to meet the standards required under this Contract, Contractor shall, within the time agreed to by OCSD and Contractor, take all such actions as are necessary to correct or complete the noted deficiency(ies) at Contractor's sole expense. 18. Liquidated Dama_pes (Not used) 19. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 20. Freight(F.O.B. Destination) Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 21. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 22. Re_gulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. Orange County Sanitation District 5 of 10 Specification No. S-2018-94OBD Version 032018 23. Licenses, Permits, Ordinances, and Re_gulations Contractor represents and warrants to OCSD that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that pertain to the work performed under the terms of this Contract will be paid by Contractor. 24. Applicable Laws and Re_gulations Contractor shall comply with all applicable Federal, State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of Contractor's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. 25. Contractor's Employees Compensation 25.1 Davis-Bacon Act — Contractor will pay and will require all subcontractors to pay all employees on said project a salary or wage at least equal to the prevailing rate of per diem wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Act shall apply only if the Contract is in excess of two thousand dollars ($2,000.00) and when twenty-five percent (25%) or more of the Contract is funded by Federal assistance. If the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with are incorporated herein as a part of this Contract and referred to by reference. 25.2 General Prevailing Rate — OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which the work is to be performed for each craft or type of work needed to execute this Contract, and copies of same are on file in the Engineering Department. The Contractor agrees that not less than said prevailing rates shall be paid to workers employed on this Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each project site, which shall be made available to any interested party upon request. 25.3 Forfeiture For Violation — Contractor shall, as a penalty to OCSD, forfeit fifty dollars ($50.00) for each calendar day or portion thereof for each worker paid (either by the Contractor or any subcontractor under it) less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the work provided for in this Contract, all in accordance with Section 1775 of the Labor Code of the State of California. 25.4 Apprentices — Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the Contractor shall comply therewith if the prime contract involves thirty thousand dollars ($30,000.00) or more or twenty (20) working days or more; or if contracts of specialty contractors not bidding for work through the general or prime Contractor are two thousand dollars ($2,000.00) or more or five (5) working days or more. Orange County Sanitation District 6 of 10 Specification No. S-2018-94OBD Version 032018 25.5 Workday — In the performance of this Contract, not more than eight (8) hours shall constitute a day's work, and the Contractor shall not require more than eight (8) hours of labor in a day from any person employed by it hereunder. Contractor shall conform to Article 3, Chapter 1, Part 7 (Section 1810 et seq.) of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of twenty-five dollars ($25.00) for each worker employed in the execution of this Contract by Contractor or any subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one (1) calendar day and forty (40) hours in any one (1)week in violation of said Article. Contractor shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by Contractor in connection with the project. 25.6 Record of Wages; Inspection — Contractor agrees to maintain accurate payroll records showing the name, address, social security number, work classification, straight-time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by it in connection with the project and agrees to require that each of its subcontractors do the same. All payroll records shall be certified as accurate by the applicable Contractor or subcontractor or its agent having authority over such matters. Contractor further agrees that its payroll records and those of its subcontractors shall be available to the employee or employee's representative, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards and shall comply with all of the provisions of Labor Code Section 1776, in general. Penalties for non-compliance with the requirements of Section 1776 may be deducted from project payments per the requirements of Section 1776. 26. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 27. Governinq Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in the County of Orange, in the event any action is brought in connection with this Contract or the performance thereof. 28. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 29. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or Services for those due from Contractor. In the event OCSD elects to "cover" as described in (3), OCSD shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods or Services and the Contract price, together with any incidental or consequential damages. Orange County Sanitation District 7 of 10 Specification No. S-2018-94OBD Version 032018 30. Dispute Resolution 30.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 30.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 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 (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. 31. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which he may be entitled. 32. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 33. Severability If any section, subsection, or provision of this Contract, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 34. Dama_ge to OCSD's Property Any of OCSD's property damaged by Contractor, any subcontractors or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OCSD. 35. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. 36. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Contractor an OCSD employee. During the performance of this Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. Orange County Sanitation District 8 of 10 Specification No. S-2018-94OBD Version 032018 37. Limitations upon Subcontractin_o and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 38. Third Party Ri_phts Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 39. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Contractor or to its successor, or for breach of any obligation for the terms of this Contract. 40. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 41. Authority to Execute The persons executing this Contract on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. 42. Entire Contract This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. 43. Notices All notices under this Contract must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Darius Ghazi Senior Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708 Contractor: Mike Kelly Sales Manager Western Electrical Services 5505 Daniels Street Chino, CA 91710 Each party shall provide the other party written notice of any change in address as soon as practicable. Orange County Sanitation District 9 of 10 Specification No. S-2018-94OBD Version 032018 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Kelly A. Lore Clerk of the Board Dated: By: Marc Dubois Contracts, Purchasing and Materials Management Manager WESTERN ELECTRICAL SERVICES Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 10 of 10 Specification No. S-2018-94OBD Version 032018 OPERATIONS COMMITTEE Meeting Date To Bd. of Dir. 09/05/18 -- AGENDA REPORT Item Number Item Number 6 -- Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: QUARTERLY ODOR COMPLAINT REPORT GENERAL MANAGER'S RECOMMENDATION Receive and file the Fiscal Year 2017/18 Fourth Quarter Odor Complaint Summary. BACKGROUND During the 4t" quarter of FY 2017/18, Orange County Sanitation District had the following attributable odor complaints: Plant No. 1 received no odor complaints, Plant No. 2 had one odor complaint, and the collection system had one odor complaint. A brief summary of the odor complaints with a table tracking the history is included as an attachment. RELEVANT STANDARDS • Zero odor incidents/events under normal operating conditions for Plant Nos. 1 and 2 • Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting • 12 or fewer odor complaints per year under normal operating conditions in the collections system ATTACHMENT The following attachment is included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Fiscal Year 2017/18 4t" Quarter Odor Complaint Summary Page 1 of 1 Orange County Sanitation District Odor Complaint Report Fiscal Year 2017/18 — 4t" Quarter 1. Plant No. 1 Treatment Facility Odor Complaint Summary Plant No. 1 received no attributable odor complaints during the 4t" quarter. 2. Plant No. 2 Treatment Facility Odor Complaint Summary Plant No. 2 received one attributable odor complaint during the 41" quarter. The odor complaint was received during the evening hours and seemed to be coming from the trickling filters. Staff verified all foul air scrubbers to be working in normal condition and checked process areas for any abnormal process condition for excessive odor. Since the odor was dissipating, staff could not identify a specific reason for this odor complaint. 3. Collection Facilities Odor Complaint Summary The collection system received one attributable odor complaint during the 41" quarter. The odor complaint was received due to the pressurization and sewer ventilation of foul odors. It was caused by a manhole that was not resealed after CCTV work. The manhole was sealed and a meeting was conducted with Divisions 820 and 875 to prevent this issue in the future. All Odor Complaints Tracking 41" Qtr 31 Qtr 2n1 Qtr 1 st Qtr Apr. 2018 to Jun. 2018 FY FY FY FY Cumulative 17/18 17/18 17/18 17/18 FY 17/18 All Public Collections P1 P2 Total Complaints Attributable 1 0 1 2 4 3 2 11 to OCSD Not Attributable 5 0 0 5 4 15 11 35 to OCSD Total Public Complaints 6 0 1 7 8 18 13 46 Received: OPERATIONS COMMITTEE Meeting Date To Bd. of Dir. 09/05/18 -- AGENDA REPORT Item Number Item Number Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: UPS AND BATTERY CHARGER MAINTENANCE GENERAL MANAGER'S RECOMMENDATION A. Approve a Purchase Order renewal for the Final Year of Contract Services with Camali Corp. for UPS and Battery Charger Maintenance for Plant Nos. 1 and 2 and Pump Stations, per Specification No. S-2014-619 for Preventative Maintenance Services, for a total amount not to exceed $135,486 for the period of October 1, 2018 through September 30, 2019; and B. Approve a contingency of $6,774 (5%). BACKGROUND The Orange County Sanitation District (Sanitation District) has had a Contract for Preventive Maintenance on UPS and Battery Chargers for the past four (4) years. These services maintain working battery back-up power for critical operational equipment and IT equipment throughout both Plants and the Pump Stations. This contract (Specification No. S-2014-619)was established with a 1-year term, with four(4) 1-year renewal options. Over the past four (4) years there have been no increase requests from Camali even though labor, material, and test equipment costs have increased. RELEVANT STANDARDS • Maintain a proactive asset management program • 24/7/365 treatment plant reliability PROBLEM The cost of labor, materials, and testing equipment has increased, bringing the total cost of service for the final year of the one plus four-year authorization above the Board authorized amount. PROPOSED SOLUTION Staff has reviewed the proposed cost increases and believes they are reasonable. The Sanitation District is satisfied with the quality of service provided; therefore, staff recommends awarding the final year contract renewal to Camali. Page 1 of 2 TIMING CONCERNS N/A RAMIFICATIONS OF NOT TAKING ACTION There could be a failure of critical communications and control systems if the Sanitation District loses primary electrical utility power at Plant Nos. 1 and 2, and the Collections System. Upon failure and loss of all power, there is a possibility of a spill and environmental impact to local and surrounding areas. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION A $98,000 contract was originally awarded to Camali Corp. as the most competitive bid four years ago. Camali Corp. has done the work for the last four years with no increases to their cost of service; however, this is the last year of the contract and they have found themselves having to increase their rates due to labor wages and increasing overhead. After this one-year contract, the next one plus four-year renewal option contract will be competitively bid. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the FY18/19 Operating Budget, Divisions 820, 870, and 880 (Line item: Repairs and Maintenance, Section 6; Pages 76, 92, and 100). Date of Approval Contract Amount Contingency 09/05/18 $135,486 $6,774 (5%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: N/A Page 2 of 2 OPERATIONS COMMITTEE Meeting Date To Bd. of Dir. 09/05/18 -- AGENDA REPORT Item Number Item Number 8 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: ANNUAL MANHOLE FRAME AND COVER REPAIR CONTRACT GENERAL MANAGER'S RECOMMENDATION A. Award a Service Contract to ZECO, Inc. to provide Manhole Frame & Cover Replacement Services, Specification No. S-2018-961 BD, for a total amount not to exceed $154,070 for the period beginning October 1, 2018 through September 30, 2019, with four (4) one-year renewal options; and B. Approve an annual contingency of $23,110 (15%). BACKGROUND Orange County Sanitation District (Sanitation District) owns and operates thousands of manholes throughout Orange County, most of which are in heavily trafficked streets. Some manholes require repair or replacement due to traffic wear and corrosion. The Sanitation District staff implemented an annual repair contract which has no remaining renewals. Public safety requires that worn covers are repaired in a timely manner. RELEVANT STANDARDS • Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting • Protect Orange County Sanitation District assets • Maintain a proactive asset management program PROBLEM The previous manhole frame and cover contract expired at the end of the 2017/18 fiscal year. Without a new contract in place, the manhole repair and replacement program will fall behind. PROPOSED SOLUTION Award a new manhole frame and cover repair contract with four (4) annual renewals to ZECO, Inc. Page 1 of 2 TIMING CONCERNS A new contract must be in place as soon as possible to resume the repair program. RAMIFICATIONS OF NOT TAKING ACTION Urgent replacements by individual contracts is more expensive than an annual manhole frame and cover repair contract. In addition, a backlog of unaddressed repairs will eventually become a public safety issue. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION A Notice Inviting Bids was issued on June 14, 2018 via PlanetBids and closed on July 17, 2018. The Sanitation District received three (3) bids. The estimate for this procurement was $160,000 and the lowest bid was $154,070. Company Name Bid ZECO, Inc. $154,070 Ayala Engineering $280,635 Manhole Adjusting Inc. $459,165 ZECO, Inc. was found to be the lowest responsive and responsible bidder; therefore, staff recommends awarding to this company. A contingency of 15% is requested because the amount of work per year is not fixed. Repair and replacement is dependent on the number of manhole covers that are deemed in need of replacement or repair by staff inspection. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the Operating FY17/18, Division 820 (Section 6, Page 76). Date of Approval Contract Amount Contingency 09/05/2018 $154,070 $23,110 (15%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Service Contract Page 2 of 2 SERVICE CONTRACT Manhole Frame and Cover Replacements Specification No. S-2018-961 BD THIS CONTRACT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and ZECO, INC. with a principal place of business at 414 W. 4t" Street, Suite J, Santa Ana, CA 92701 (hereinafter referred to as "Contractor") collectively referred to as the "Parties". WITNESSETH WHEREAS, OCSD desires to temporarily retain the services of Contractor for Manhole Frame and Cover Replacements "Services" as described in Exhibit "A"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-52; and WHEREAS, on September 5, 2018, the Operations Committee of OCSD, by minute order, authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish such Services, NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 1. Introduction 1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in Exhibit "A". 1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Exhibit "A" Scope of Work (Including all Appendices) Exhibit "B" Bid Exhibit "C" Acknowledgement of Insurance Requirements Exhibit "D" OCSD Safety Standards Exhibit "E" (Not Used) 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects govern and control. 1.4 The provisions of this Contract may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.5 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any paragraph or provision hereof. Orange County Sanitation District 1 of 10 Specification No. S-2018-961BD Version 032018 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 The term "hours", when used in this Contract, shall be as defined in Exhibit "A". 1.9 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.10 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Contractor as a result of work performed in anticipation of purchases of said services by OCSD. 2. Compensation Compensation to be paid by OCSD to Contractor for the Services provided under this Contract shall be a total amount not exceed One Hundred Fifty-Four Thousand Seventy Dollars ($154,070.00). 3. California Department of Industrial Relations (DIR) Re_pistration and Record of Wages 3.1 To the extent Contractor's employees and/or its subcontractors who will perform Work under this Contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, Contractor and its subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. 3.2 The Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non- compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. 3.3 Pursuant to Labor Code Section 1776, the Contractor and its subcontractors shall furnish a copy of all certified payroll records to OCSD and/or general public upon request, provided the public request is made through OCSD, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the Department of Industrial Relations. 3.4 The Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). 4. Payments and Invoicing 4.1 OCSD shall pay, net thirty(30)days, upon receipt and approval by OCSD's Project Manager or designee, of itemized invoices submitted for individual work order completed in accordance with Exhibit "A". OCSD, at its sole discretion, shall be the determining party as to whether the Services have been satisfactorily completed. 4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaff(a-)_OCSD.com and "INVOICE" with the Purchase Order Number and Specification No. S-2018-961 BD shall be referenced in the subject line. Orange County Sanitation District 2 of 10 Specification No. S-2018-961BD Version 032018 5. Audit Rights Contractor agrees that, during the term of this Contract and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services identified in Exhibit "A". Contractor shall perform said Services in accordance with generally accepted industry and professional standards. 7. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. 8. Contract Term The Services provided under this Contract shall be for the period of one (1) year commencing on October 1, 2018 and continuing through September 30, 2019. 9. Renewals 9.1 OCSD may exercise the option to renew this Contract 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 This Contract may be renewed by OCSD Purchase Order. 10. Extensions The term of this Contract may be extended only by written instrument signed by both Parties. 11. Performance Time is of the essence in the performance of the provisions hereof. 12. Termination 12.1 OCSD reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon receipt of a termination notice, Contractor shall immediately discontinue all work under this Contract (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Contractor for work performed (cost and fee)to the date of termination. Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Contractor other than for work performed to the date of termination. 12.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Contractor is not complying with the Scope of Work requirements, if the level of service is inadequate, or any other default of this Contract. 12.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written notice to Contractor: ■ if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or ■ if Contractor sells its business; or ■ if Contractor breaches any of the terms of this Contract; or ■ if total amount of compensation exceeds the amount authorized under this Contract. Orange County Sanitation District 3 of 10 Specification No. S-2018-961BD Version 032018 12.4 All OCSD property in the possession or control of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. 14. Bonds (Not Used) 15. Indemnification and Hold Harmless Provision Contractor shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or be caused by Contractor's services under this Contract, or by its subcontractor(s) or by anyone directly or indirectly employed by Contractor, and whether such damage or injury shall accrue or be discovered before or after the termination of the Contract. Except as to the sole active negligence of or willful misconduct of OCSD, Contractor shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys' fees: (a)for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with Contractor's performance under the Contract, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process, or any patented or unpatented invention, article or appliance, furnished or used under the Contract, and/or (c) on account of any goods and services provided under this Contract. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Contractor of or anyone employed by or working under Contractor. To the maximum extent permitted by law, Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Contractor agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. 16. OCSD Safety Standards OCSD requires Contractor and its subcontractor(s)to follow and ensure their employees follow all Federal, State, and local regulations as well as OCSD Safety Standards while working at OCSD locations. If during the course of the Contract it is discovered that OCSD Safety Standards do not comply with Federal, State, or local regulations, then the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Contractor and all their employees and subcontractors, shall adhere to all applicable OCSD Safety and Human Resources Policies found at www.ocsd.com "Safety and Human Resources Policy" (hover over ABOUT US), select "Safety and Human Resources Policy". Click "HR Policies" to access OCSD Human Resources Policies. Click "Safety Policies" to access the OCSD Safety Standards (10/15/15) Rev 7 which is incorporated as though fully set forth herein as Exhibit "D". Disregard "OCIP Safety Standards" and "OCSD Safety Standards 9-10-15". Orange County Sanitation District 4 of 10 Specification No. S-2018-961BD Version 032018 In addition to the OCSD Safety Standards (10/15/15) Rev 7, Contractor shall adhere to the following applicable OCSD Standard Operating Procedures: SOP-102 PPE, SOP-109 Respiratory Protection Program, SOP-113 Bloodborne Pathogen, SOP-118 Hot Work, SOP-604 Confined Space, SOP-626 Fall Protection. 17. Warranties In addition to the warranties stated in Exhibit "A", the following shall apply: 17.1 Manufacturer's standard warranty shall apply. All manufacturer warranties shall commence on the date of acceptance by the OCSD Project Manager or designee of the work as complete. 17.2 Contractor's Warranty (Guarantee): If within a one (1) year period of completion of all work as specified in Exhibit "A", OCSD informs Contractor that any portion of the Services provided fails to meet the standards required under this Contract, Contractor shall, within the time agreed to by OCSD and Contractor, take all such actions as are necessary to correct or complete the noted deficiency(ies) at Contractor's sole expense. 18. Liquidated Damages (Not Used) 19. Force Maleure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 20. Frei_ght (F.O.B. Destination) Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 21. Familiarity with Work By executing this Contract, Contractor warrants that it understands the facilities, difficulties and restrictions of the work under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 22. Re_gulatorV Requirements Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. 23. CONTRACTOR's License Requirements In accordance with California Business and Professions Code Section 7028.15 and pursuant to Public Contract Code Section 3300, the CONTRACTOR must possess the following classification of CONTRACTOR's License: "A". 23.1 The CONTRACTOR must set forth its CONTRACTOR's license number and its expiration date on the Bid form together with a statement that the representations are made under penalty of perjury. In the event the successful Bidder is not licensed as required as of the date of submittal of the Bid, OCSD shall reject the Bid as being non-responsive. OCSD shall, before awarding a Contract, verify that the successful Bidder was properly licensed when that CONTRACTOR submitted the Bid. 23.2 The CONTRACTOR must possess a valid license prior to starting any work and shall maintain the license throughout the duration of the Contract. Orange County Sanitation District 5 of 10 Specification No. S-2018-961BD Version 032018 23.3 All Subcontractors must possess and maintain the appropriate and valid licenses throughout the duration of the Contract. 23.4 If CONTRACTOR is required to handle hazardous materials as part of the Work under the Contract Documents, the CONTRACTOR and/or Subcontractor must possess and maintain throughout the duration of the Work any and all licenses, registrations and certifications required by existing law to perform the Work within the scope of the Contract, including, without limitation, a Class A license in accordance with §7028.15 A-E of the California Business and Professions Code, and certification for performance of Hazardous Substance Removal with the exception of"Asbestos-Related Work" in accordance with §7058.7 of the California Business and Professions Code. The term "Asbestos-Related Work", is defined in Labor Code Section 6501.8. 24. Licenses, Permits, Ordinances and Regulations Contractor represents and warrants to OCSD that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that pertain to the work performed under the terms of this Contract will be paid by Contractor. 25. Applicable Laws and Regulations Contractor shall comply with all applicable Federal, State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of Contractor's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. 26. Contractor's Employees Compensation 26.1 Davis-Bacon Act — Contractor will pay and will require all subcontractors to pay all employees on said project a salary or wage at least equal to the prevailing rate of per diem wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft or type of worker needed to perform the Contract. The provisions of the Davis- Bacon Act shall apply only if the Contract is in excess of two thousand dollars ($2,000.00) and when twenty-five percent (25%) or more of the Contract is funded by Federal assistance. If the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with are incorporated herein as a part of this Contract and referred to by reference. 26.2 General Prevailing Rate — OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which the work is to be performed for each craft or type of work needed to execute this Contract, and copies of same are on file in the Engineering Department. The Contractor agrees that not less than said prevailing rates shall be paid to workers employed on this Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each project site, which shall be made available to any interested party upon request. 26.3 Forfeiture For Violation—Contractor shall, as a penalty to OCSD, forfeit fifty dollars ($50.00) for each calendar day or portion thereof for each worker paid (either by the Contractor or any subcontractor under it) less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the work provided for in this Contract, all in accordance with Section 1775 of the Labor Code of the State of California. Orange County Sanitation District 6 of 10 Specification No. S-2018-961BD Version 032018 26.4 Apprentices—Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the Contractor shall comply therewith if the prime contract involves thirty thousand dollars ($30,000.00) or more or twenty(20)working days or more; or if contracts of specialty contractors not bidding for work through the general or prime Contractor are two thousand dollars ($2,000.00) or more or five (5) working days or more. 26.5 Workday—In the performance of this Contract, not more than eight(8) hours shall constitute a day's work, and the Contractor shall not require more than eight (8) hours of labor in a day from any person employed by it hereunder. Contractor shall conform to Article 3, Chapter 1, Part 7 (Section 1810 et seq.) of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of twenty-five dollars ($25.00)for each worker employed in the execution of this Contract by Contractor or any subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one (1) calendar day and forty (40) hours in any one (1) week in violation of said Article. Contractor shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by Contractor in connection with the project. 26.6 Record of Wages; Inspection — Contractor agrees to maintain accurate payroll records showing the name, address, social security number, work classification, straight-time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed by it in connection with the project and agrees to require that each of its subcontractors do the same. All payroll records shall be certified as accurate by the applicable Contractor or subcontractor or its agent having authority over such matters. Contractor further agrees that its payroll records and those of its subcontractors shall be available to the employee or employee's representative, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards and shall comply with all of the provisions of Labor Code Section 1776, in general. Penalties for non-compliance with the requirements of Section 1776 may be deducted from project payments per the requirements of Section 1776. 27. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 28. Governin_g Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in the County of Orange, in the event any action is brought in connection with this Contract or the performance thereof. 29. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 30. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price Orange County Sanitation District 7 of 10 Specification No. S-2018-961BD Version 032018 OCSD has paid, and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or Services for those due from Contractor. In the event OCSD elects to "cover" as described in (3), OCSD shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods or Services and the Contract price, together with any incidental or consequential damages. 31. Dispute Resolution 31.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 31.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two (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. 32. Attorney's Fees 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 Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 33. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 34. Severability If any section, subsection, or provision of this Contract, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 35. Dama-ge to OCSD's Property Any of OCSD's property damaged by Contractor, any subcontractors or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OCSD. 36. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. 37. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Contractor an OCSD employee. During the performance of this Contract, Contractor and its officers, employees, Orange County Sanitation District 8 of 10 Specification No. S-2018-961BD Version 032018 and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 38. Limitations upon Subcontractin_p and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 39. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 40. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Contractor or to its successor, or for breach of any obligation for the terms of this Contract. 41. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 42. Authority to Execute The persons executing this Contract on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. 43. Entire Contract This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 9 of 10 Specification No. S-2018-961BD Version 032018 44. Notices All notices under this Contract must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Jackie Lagade Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708 Contractor: Amin Nazarinia President ZECO, INC. 414 W. 41h Street, Suite J Santa Ana, CA 92701 Each party shall provide the other party written notice of any change in address as soon as practicable. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Chair, Operations Committee Dated: By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Manager ZECO, INC. Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 10 of 10 Specification No. S-2018-961BD Version 032018 OPERATIONS COMMITTEE Meeting Date To Dir. 09/05/18 09/9/26/18 AGENDA REPORT Item Number Item Number 9 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: TRICKLING FILTER "A" PLANT NO. 2 REPAIR GENERAL MANAGER'S RECOMMENDATION A. Approve a Sole Source Purchase Order to Ovivo USA, LLC to refurbish and repair Trickling Filter "A" rotary distributor and associated damaged components for a total amount not to exceed $175,085; B. Approve a contingency of $35,017 (20%); and C. Approve Amendment to Orange County Sanitation District Purchase Order Terms and Conditions. BACKGROUND The trickling filter process is one of two secondary treatment processes at the Orange County Sanitation District's (Sanitation District) Plant No. 2 that remove suspended and dissolved organic material using microorganisms enabling us to meet our ocean discharge permit limits. The other process is pure oxygen activated sludge. The Trickling Filter process consists of three reactors, A, B, and C. The mechanical gear box on Trickling Filter "A" failed and is in need of repair. RELEVANT STANDARDS • 24/7/365 treatment plant reliability • Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting PROBLEM The trickling filter "A" rotary distribution arm gearbox support bracket fasteners failed causing the gearbox to break loose and cause further damage to the trickling filter mechanism. PROPOSED SOLUTION Replace rotary distributor components as a turnkey project using Ovivo USA, LLC and change all parts that were damaged as part of the support bracket fasteners failure. Page 1 of 2 RAMIFICATIONS OF NOT TAKING ACTION Failure to repair the trickling filter components will result in inconsistent secondary treatment performance as well as contribute to additional odors at Plant No. 2. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The distribution arms are working in hydraulic mode which prevents us from flushing and managing the biological layer, as well as controlling speed of rotation. This results in potentially more odors and inconsistent treatment performance. Ovivo USA, LLC has been approved by the Board of Directors as a sole source provider of Trickling Filter Parts. Ovivo requested modifications to the Purchasing Order Terms and Conditions which have been reviewed and accepted by General Counsel and are attached hereto as Attachment "A." A contingency of 20% is requested to cover additional costs for labor and materials should further damage be discovered once the mechanical housings are removed. With these housings in place, the ability to view the components and conduct a thorough inspection is impaired. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted the FY17/18 budget, Division 880 (Line item: Repairs and Maintenance, Section 6, Page 100). Date of Approval Contract Amount Contingency 09/26/18 $175,085 $35,017 (20%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Amendment to Orange County Sanitation District Purchase Order Terms and Conditions Page 2 of 2 Amendment to Orange County Sanitation District Purchase Order Terms and Conditions In the event of conflict between the Purchase Order documents ("Purchase Order") and the Amendment herein, the terms of the Amendment shall control. The parties are Orange County Sanitation District ("OCSD") and Ovivo USA, LLC ("Contractor"). Limitation of Liability and Consequential Damage Disclaimer To the extent permissible by applicable law, Contractor shall have no further liability in connection with this Purchase Order in excess of the cost of correcting any defects, or in the absence of any defect, in excess of the value of the equipment supplied hereunder. However, notwithstanding any other provision of the Purchase Order to the contrary, in no event shall Contractor be liable for any punitive, exemplary, special, incidental, or consequential loss or damage suffered by OCSD, or any other party, in connection with this Purchase Order. These limits shall not apply to third party claims based on injury, death, or property damage. These limits shall not apply to claims which are based on the willful misconduct,gross negligence, or fraud of the Contractor. Liquidated Damages Except in cases of Force Majeure, Contractor agrees to pay OCSD, as liquidated damages, one hundred dollars ($100) per day for every working day of delay attributable to Contractor. Contractor's liability for liquidated damages shall not exceed, in the aggregate,any amount more than ten percent(10%)of the Purchase Order price. Contractor shall not be liable to pay liquidated damages for solely Owner/OCSD-caused delays such as late drawing approval, inspection delays, scope changes etc. Notwithstanding any other provision of the Purchase Order to the contrary, payment of liquidated damages shall be Contractor's sole liability and OCSD's sole remedy for delays. Such remedies shall not be enforced unless OCSD suffers an economic loss as a result of Contractor's delay. Indemnity Any and all indemnity obligations of Contractor in connection with this Purchase Order shall be limited to the extent of Contractor's fault. Insurance Contractor shall maintain its current level of insurance for the duration of the Purchase Order, as set forth in sample certificate of insurance, attached hereto as Exhibit A. Certificates of insurance shall be sufficient evidence of coverage, and in no event,will Contractor be required to provide copies of insurance policies. Bonds In no event shall Contractor be required to provide a Bond for which the value exceeds the Purchase Order price, nor a duration which exceeds the first twenty-four(24) months of the warranty period. Orange County Sanitation District Ovivo USA, LLC ("OCSD") ("Contractor") By: By: Marc Dubois Name: Purchasing Manager Title: Date: Date: 1330529.1 OPERATIONS COMMITTEE Meeting Date To Dir. 09/05/18 09/9/26/18 AGENDA REPORT Item Number Item Number io Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: CAPITAL IMPROVEMENT PROGRAM CONTRACT PERFORMANCE REPORT GENERAL MANAGER'S RECOMMENDATION Receive and file the Capital Improvement Program Contract Performance Report for the period ending June 30, 2018. BACKGROUND The Capital Improvement Program involves awarding and managing many construction and consulting contracts. In 2008, the Orange County Sanitation District (Sanitation District) Board of Directors began awarding contingencies along with construction and consulting contracts. The contingencies allow the General Manager to approve change orders for construction contracts and amendments for consulting contracts up to the amount of the approved contingency. This practice reduces administrative costs, expedites resolution of project issues that arise, helps avoid Contractor delay claims, and facilitates efficient management of many contracts. The Capital Improvement Program Contract Performance Report summarizes construction and consulting contract performance and activities for the quarter ending June 30, 2018. This report is updated quarterly. RELEVANT STANDARDS • Ensure the public's money is wisely spent ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Capital Improvement Program Contract Performance Report for the period ending June 30, 2018 JM:dm:gc Page 1 of 1 ORANGE COUNTY SANITATION DISTRICT Capital Improvement Program Contract Performance Report 9ojFC oa��� For the period ending June 30, 2018 lNC 7NE EN\P DATE: August 14, 2018 TO: Orange County Sanitation District Board of Directors FROM: James D. Herberg, General Manager Through: Rob Thompson, Director of Engineering This report summarizes the status, activities, and performance of public works construction contracts and consultant agreements. This report also identifies the names and status of projects being performed under master budgets for facilities engineering, planning studies, and research. PART 1 - CONSTRUCTION CONTRACTS When the Orange County Sanitation District (Sanitation District) Board awards a construction contract, a contingency is also approved which allows the General Manager to approve contract change orders up to the amount of the contingency. One of the purposes of this report is to document how that contingency is managed and how much of the contingency is utilized. A project's change order rate can only be documented when the work is complete. As such, the change order performance charts in this report are based only on projects closed since the Board began approving contingencies in 2008. Activity in Last Quarter FE17-03 Battery Storage System at Plant Service & 25-Apr-18 No. 1 Installation Contracts Awards 2-72B Newhope-Placentia Trunk Contract Award 30-May-18 Replacement, Segment B J-126L Safety Improvements Program Contract Award 27-Jun-18 The Battery Storage System at Plant No. 1, Project No. FE17-03 involved award of a service contract to install, operate, and maintain a battery energy storage system at Plant No. 1 to reduce peak electric demand charges, and a second contract for the installation Page 1 of 5 ORANGE COUNTY SANITATION DISTRICT Capital Improvement Program Contract Performance Report 9ojFC oa��� For the period ending June 30, 2018 lNC 7NE EN\P of a replacement feeder cable to accommodate the storage system. The topic was presented at the April Operations Committee Meeting. Anticipated Activity in Next Quarter FE16-14 Slater Pump Station Valve Contract Award 22-Aug-18 Replacements 2-41-8 SARI Rock Stabilizers Removal Contract Award 26-Sep-18 J-126JK Stairs, Hatches, Walkway Hazards, Contract Award 26-Sep-18 Ladders, Guardrails, Roof Fall Protection FE15-06 Gas Compressor Building Piping Final Completion 02-Jul-18 Replacement at Plant 2 J-126E Roof Fall Protection and Skylights Final Completion 23-Jul-18 P2-118 Activated Sludge Aeration Basin Deck Final Completion 25-Jul-18 Repair at Plant No. 2 FE15-09 CenGen Hot Water Pipe Bracing at Final Completion 01-Aug-18 Plant 1 FE16-05 Buried Water Valve Support Final Completion 06-Aug-18 Upgrades at Plant 2 FE14-03 Rehabilitation of Digester Mixing Final Completion 31-Aug-18 Pumps at P2 Digesters E, H, R, S, and T FE16-12 Garfield Road Perimeter Security Final Completion 19-Sep-18 Fence PART 2 — DESIGN CONSULTANT AGREEMENTS The Sanitation District engages design consultants through Professional Design Services Agreements (PDSAs), Professional Consultant Services Agreements (PCSAs), and Master Professional Services Agreements (Master Agreements). PDSAs are used to obtain design engineering services, and PCSAs are a subsequent agreement with the design consultant to provide support services during construction. Page 2 of 5 ORANGE COUNTY SANITATION DISTRICT Capital Improvement Program Contract Performance Report 9ojFC oa��� For the period ending June 30, 2018 lNC 7NE EN\P Activity in Last Quarter P2-124 Interim Food Waste Receiving RFP 15-May-18 Facility Advertisement PS17-03 Active Fault Location Study at Plant RFP 26-Jun-18 No. 2 Advertisement RE17-02 Biogas Scrubber Evaluation PDSA Award 27-Jun-18 FE18-00 Master Professional Design PDSA Awards 27-Jun-18 Services Agreements (8 firms) Anticipated Activity in Next Quarter P1-132 Uninterruptable Power Supply RFP 08-Aug-18 Improvements at Plant 1 Advertisement P2-125 Plant 2 Southwest Perimeter RFP 01-Oct-18 Screening Advertisement Master Agreements are issued to a pool of pre-qualified consultants for smaller projects. On those smaller projects, the Sanitation District solicits task order proposals from three or four of the firms, and awards a task order to the most qualified consultant. There are currently seven sets of Master Agreements. • 2009 Master Design Agreements (expired) • 2012 Master Design Agreements (expired) • 2015 Master Design Agreements (expired) • 2018 Master Design Agreements (approved in June 2018) • 2017 Master Agreements for CEQA Studies • 2017 Master Agreements for Collection Planning Studies • 2017 Master Agreements for Wastewater Treatment Planning Studies Page 3 of 5 ORANGE COUNTY SANITATION DISTRICT Capital Improvement Program Contract Performance Report 9ojFC oa��� For the period ending June 30, 2018 lNC 7NE EN�\P The three Master Design Agreements from 2009, 2012, and 2015 have expired, meaning no new task orders can be issued under them, but previously-issued task orders remain active until completed. Sanitation District Ordinance No. OCSD-47, adopted by the Board in May 2018, increased the task order limit from $200,00 to $300,000. The limits for all four unexpired Master Agreements will be amended to reflect the new limit. PART 3 — MASTER BUDGET PROJECTS The Board-adopted budget for Fiscal Years 2016-17 and 2017-18 includes master program budgets that allow staff to more quickly initiate, execute, and manage smaller projects that fit within the scope of a particular program. The projects chartered under these program budgets are referred to as sub-projects, and are managed to the same standards as projects specifically listed in the adopted budget. A status table for each of these programs listing the sub-projects is attached. Master Program Title Status Table Planning Studies Table 3.1 Research Program Table 3.2 Facilities Engineering Program — Collections Table 3.3 Facilities Engineering Program — Plant Table 3.4 Information Technology Capital Program Table 3.5 The recently-adopted Budget for Fiscal Years 2018-2019 and 2019-2020 includes a new Master Program for Small Construction Projects, which replaces the Facilities Engineering Programs for Collections and Plant. This will be reflected in the CIP Contract Performance Report for the quarter ending September 30, 2018. PART 4 — STAFF AUGMENTATION CONTRACT In May 2016, the Sanitation District Board of Directors approved a $41 million professional services agreement with Jacobs Project Management Co. to provide supplemental engineering and support staff services for a four-year term with the option of three one-year renewals. The benefits of using staff augmentation, as opposed to hiring full-time staff or limited-term employees, include rapid mobilization of highly skilled/technical staff, flexibility to change the mix of staff positions on an immediate and as-needed basis, the ability to reduce staff as workloads decrease, access to technical experts to support special tasks, and access to staff with wastewater project experience. Page 4 of 5 ORANGE COUNTY SANITATION DISTRICT Capital Improvement Program Contract Performance Report 9ojFC oa��� For the period ending June 30, 2018 lNC 7NE EN\P CHARTS AND TABLES Chart 1.1 — Program Overview Chart 1.2 — Change Order Rates Over Time —All Closed Projects Chart 1.3 — Change Order Rates Over Time — Collections Projects Chart 1.4 — Change Order Rates Over Time — Plant Projects Table 1.1 — Summary of Closed Projects by Category Table 1.2 — Construction Contract Performance — Active Projects Table 1.3 —Active Construction Contracts by Contractor Table 2.1 — Active Design Consultant Contracts by Consultant Table 2.2 — Activity Report for 2012 Master Professional Design Services Agreements Table 2.3 — Activity Report for 2015 Master Professional Design Services Agreements Table 2.4 — Activity Report for 2018 Master Professional Design Services Agreements Table 2.5 — Activity Report for 2017 Master Agreements for CEQA Studies Table 2.6 — Activity Report for 2018 Master Agreements for Collection Planning Studies Table 2.7 — Activity Report for 2018 Master Agreements for Wastewater Treatment Studies Table 3.1 — Planning Studies Status Report Table 3.2 — Research Program Status Report Table 3.3 — Facilities Engineering Program — Collections Status Report Table 3.4 — Facilities Engineering Program — Plant Status Report Table 3.5 — Information Technology Capital Program Status Report Table 4.1 — Staff Augmentation Contract Status Table 4.2 — Staff Augmentation Labor Summary Page 5 of 5 Chart 1.1 Program Overview CUMULATIVE DATA THROUGH QUARTER ENDING JUNE 30,2018 4 QTR FY17/18 MW,Al APO -,4 FIMA,plg 0OW04 •Collections •Collections ■Plant Projects •Plant Projects CLOSED PROJECTS DISTRIBUTION BY CATEGORY* ACTIVE PROJECTS DISTRIBUTION BY CATEGORY Total Base Contract Value $ 1,233,271,140 Total Base Contract Value $ 240,958,183 Collections $ 297,116,525 24.0% Collections $ 20,520,301 8.5% Plant Projects $ 936,154,615 76.0% Plant Projects $ 220,437,882 91.5% Total Base#of Contracts 69 Total Base#of Contracts 20 Collections 30 Collections 3 Plant Projects 39 Plant Projects 17 *Projects closed since 2 QTR FY07/08 Chart 1.2 Change Order Rates Over Time All Closed Projects 7.00% 6.08% 6.00% 5.65% 5.20% 4.97% 5.00% 4.66% 4.75% 4.75% 0 4.84% 4.85% 4.99 0 4.67/0 4.59% 3.84% 4.00% 3.78% 3.78% 3.82% 3.51% .52% 3.37% 3.00% 2.00% 1.00% 0.00% N M '�T 1-4 N M 'zT 1-4 N M 'cT i-q N M �T -1 N M * -i N co * -i N M -zt -i N co -q N M -zt -i N M �t -i N M � O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O CDO CD O O CD O O 00 00 00 M Q1 0) Q1 O O O r O 4 rti rti r-I N N N N M M CO M qT Ln Ln Ln Ln " " " lD I, n n n 00 00 00 00 O O O O O O O r-i rti ti r rti ti r rti rti ti ti r r rti ti ti ti-4 -4 -4 -4 -4 -4 r-I r-I r-I r q r r q r q r r q r r q r q rti r q r I r I r I r I r I r I Cf Cf Cf 0 0 0 0 0 0 0 0 C 0 0 a a Cf a a a a Cf a a 0 0 0 a 0 0 a 0 a 0 0 a 0 a 0 0 a 0 a Chart 1.3 Change Order Rates Over Time Closed Collections Projects 14.00% 12.35% 12.00% 11.19% 10.00% 9.53% 8.91% 8.00% 7.14% 6.97% 7.14% 7.10% 6.77% 6.19% 5.88% 5.88% 5.81% 6.00% 5.52% 5.51% 0 5.43% 5.51% 5.34/o 4.00% 2.00% 0.00% N M V ci N M V -1 N M V ci N M V ci N M V ci N M V .--I N M V c-I N M ci N M ci N M ci N M O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O 00 00 00 01 01 01 01 O O O 0 -I -I -I -I N N N N M M M M V V V V V1 V1 V1 l0 l0 l0 l0 I� n n n 00 00 00 00 r r r r -1 Chart 1.4 Change Order Rates Over Time Closed Plant Projects 7.00% 6.00% 5.73% 5.00% - 4.31% 4.28% 4.36% 4.11 4.19% 4.18% % 4.20% 4.02% 38951 4.00% 3.11% 3.00% 2.88% 2.90% 2.90% 2.70% 2.59% 2.00% No Contracts closed in the last quarter 1.00% 0.00% N M 'cT r-i N M V r-I N M V -4 N M V "I N M �T "I N M -zT r-i N M -zT r-i N M �* "q N M "q N M -4 N M � O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O 00 00 00 0) M 0) 0) O O O O "1 "1 "q N N N N M M M M �* Ln Ln Ln Ln LD LD LD LD I" n n n 00 c0 00 c0 0 O 0 O 0 0 0 rl N "I N "I N C-I c-i C-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I C-I C-I N "I N "I c-i C-I c-i C-I c-i C-I c-I C-I c-I C-I Table 1.1 Summary of Closed Projects by Category Project Category Original Contract Approved Change VMWFi n a I Change Order Category Value Orders Contract Value Percentage Change Order Goal COLLECTIONS $297,116,525 $26,470,338 $323,586,863 8.91% 6.50% PLANT PROJECTS $936,154,615 $37,669,129 $973,823,744 4.02% 2.75% Total $1,233,271,140 $ 64,139,467 $1,297,410,607 5.20% 5.00% Table 1.2 Construction Contract Performance - Active Projects Project No Construction Original Contract Approved Change Current Contract %Complete Amount Orders Amount Collections 6-17 50.00% $ 3,699,301 $ 84,097 $ 3,783,398 7-37 100.00% $ 15,432,000 $ 1,383,457 $ 16,815,457 FE15-10 3.00% $ 1,389,000 $ - $ 1,389,000 Plant Projects P1-101 98.00% $ 126,908,300 $ 3,626,237 $ 130,534,537 P1-115B 1.00% $ 2,235,563 $ - $ 2,235,563 P2-92 79.00% $ 49,850,000 $ 846,098 $ 50,696,098 P2-92A 15.00% $ 3,304,000 $ - $ 3,304,000 P2-110 19.00% $ 16,730,000 $ 550,716 $ 17,280,716 P2-118 4.00% $ 906,975 $ 86,433 $ 993,408 J-126AH 0.00% $ 452,757 $ - $ 905,514 J-126BFG 4.00% $ 557,759 $ - $ 1,115,518 J-126E 16.00% $ 418,000 $ - $ 836,000 J-117A 33.00% $ 12,609,012 $ 43,008 $ 12,652,020 FE13-04 97.00% $ 2,514,000 $ 182,271 $ 2,696,271 FE14-03 70.00% $ 594,000 $ - $ 594,000 FE15-07 0.00% $ 1,790,000 $ - $ 1,790,000 FE16-05 0.00% $ 139,000 $ - $ 139,000 Table 1.3 Active Construction Contracts by Contractor Contractor/Project Number Project Name Current Contract Value Abhe&Svoboda, Inc. P2-118 Activated Sludge Aeration Basin Deck Repair at Plant No. 2 $ 906,975 Access Pacific J-126E Roof Fall Protection and Skylights $ 418,000 AMPCO Contracting FE16-05 Buried Water Valve Support Upgrades at Plant 2 $ 139,000 Amtek Construction J-126AH Hot Surfaces Insulation P1/P2/Bay Bridge PS/Slater PS $ 452,757 J-126BFG Lights, Ladder and Walkway Hazards $ 557,759 Charles King Company, Inc. 6-17 District 6 Trunk Sewer Relief $ 3,699,301 FE15-10 East Lido Force Main Rehabilitation $ 1,389,000 Filanc _ FE15-09 CenGen Hot Water Pipe Bracing at Plant 1 $ 94,784 Flatiron West Inc 1132-110 Consolidated Demolition and Utility Improvements at Plant 2 $ 16,730,000 Howard Ridley Co. Inc. FE16-10 East Basin Distribution Box Repair $ 529,350 Kiewit Infrastructure West Co. 7-37 Gisler- Red Hill Trunk Improvements - Reach B $ 15,432,000 FE13-04 Plant No. 2 Trickling Filter Chemical Odor Control $ 2,514,000 P2-92A Truck Loading Bay Odor Control at Plant 2 $ 3,304,000 ODC Engineering and Technology P1-115B Rehabilitation of Fleet Services Building, Building 8 and Paving Area $ 2,235,563 Shimmick Construction Co., Inc. J-117A Interplant Effluent Pipeline Rehabilitation $ 12,609,012 P2-92 Sludge Dewatering and Odor Control at Plant 2 $ 49,850,000 Tharsos, Inc. FE14-03 Rehabilitation of Digester Mixing Pumps at P2 Digesters E, H, R,S, and T $ 594,000 Table 1.3 Active Construction Contracts by Contractor Contractor/Project Number Project Name Current Contract _ Value W. M. Lyles Company FE15-06 Gas Compressor Building Piping Replacement at Plant 2 $ 909,700 WM Lyles Company P1-101 Sludge Dewatering and Odor Control at Plant 1 $ 126,908,300 Table 2.1 Active Design Consultant Contracts by Consultant Project Agreement Original Number of Amendments R Number Project Name Type Value Amendments To Date AECOM Technical Services,Inc. $ 20,923,626 5 $ 675,218 3-64 Rehabilitation of Western Regional Sewers PDSA $ 17,639,250 5 $ 675,218 P1-100 Digester Rehabilitation at Plant 1 PCSA $ 2,761,337 0 $ - P1-129 Return Activated Sludge Piping Replacement at Activated Sludge Plant No.1 PDSA $ 523,039 0 $ - Arcadis $ 8,677,000 1 $ 1,500,000 5-67 Bay Bridge Pump Station Replacement PDSA $ 7,137,000 0 $ - J-126 Safety Improvements Program PDSA $ 1,540,000 1 $ 1,500,000 Atkins North America,Inc. $ 611,307 2 $ 61,019 J-110 Final Effluent Sampler and Building Area Upgrades PCSA $ 611,307 2 $ 61,019 Black&Veatch $ 21,169,014 6 $ _ 981,376 J-111 Cengen Emissions Control Project PSA $ 62,035 0 $ - P2-98 Primary Treatment Rehabilitation at Plant 2 PDSA $ 18,141,423 3 $ 808,756 PS15-01 Biosolids Master Plan PSA $ 2,965,556 3 $ 172,620 Brown and Caldwell $ 29,518,131 24 $ 4,879,354 5-60 Newport Force Main Rehabilitation PCSA $ 2,231,925 4 $ 839,714 J-117 Ocean Outfall System Rehabilitation PDSA $ 6,778,015 15 $ 3,637,452 J-117A Interplant Effluent Pipeline Rehabilitation PCSA $ 1,121,666 0 $ - J-124 Digester Gas Facilities Rehabilitation PDSA $ 11,770,000 0 $ - P2-107 SCADA System and Network Upgrades PDSA $ 2,818,197 5 $ 402,188 P2-92 Sludge Dewatering and Odor Control at Plant 2 PCSA $ 4,798,328 0 $ - Carollo Engineers $ 21,190,979 7 $ 2,642,538 P1-105 Headworks Rehabilitation and Expansion at Plant 1 PDSA $ 17,528,957 2 $ 2,434,127 P1-123 Trunk Line Odor Control Improvements PCSA $ 529,970 0 $ - PS35-10 2017 Facilities Master Plan PSA $ 3,132,052 5 $ 208,411 CDM Smith $ 5,319,930 0 $ - P2-122 Headworks Modifications at Plant 2 for GWRS Final Expansion PDSA $ 5,319,930 0 $ DUDEK&ASSOCIATES,INC. $ 256,478 1 $ 19,372 PSIS-07 Pressurization and Odor Control Study at Newport Beach PSA $ 256,478 1 $ 19,372 Geosyntec Consultants $ 2,578,028 0 $ - PS15-06 Seismic Evaluation of Structures at Plant Nos.1 and 2 PSA $ 2,578,028 0 $ - HDR Engineering,Inc. _ $ 19,057,648 5 $ 2,980,234 FE16-11 Lane Channel Crossing PDCSSA $ 131,939 0 $ - P1-101 Sludge Dewatering and Odor Control at Plant 1 PCSA $ 7,140,000 3 $ 2,086,303 P1-128 Headquarters Complex,Site and Security,and Entrance Realignment Program PDSA $ 11,785,709 2 $ 893,931 Lee&Ro $ 11,722,178 5 $ 434,974 2-72 Newhope-Placentia Trunk Replacement PDSA $ 8,468,232 4 $ 434,974 2-72 Newhope-Placentia Trunk Replacement PCSA $ 3,253,946 1 $ - Table 2.1 Active Design Consultant Contracts by Consultant Project Agreement Original Number of Amendments Number Project Name MEER-Miiiiiiiiiii Type Value Amendments To Date Lockwood,Andrews&Newnam,Inc(LAN) $ 505,042 0 $ - PS35-02 Edinger Pump Station Rehabilitation Study PSA $ 505,042 0 $ LSA ASSOCIATES INC $ 420,927 1 $ - P1-128 Headquarters Complex,Site and Security,and Entrance Realignment Program PSA $ 420,927 1 $ - MICHAEL BAKER INTERNATIONAL,INC. $ 1,114,313 1 $ 54,839 2-41-8 SARI Rock Stabilizers Removal PDSA $ 399,013 0 $ - PS16-01 Stormwater Master Plan PSA $ 715,300 1 $ 54,839 PM Web Inc _ $ 1,022,500 0 $ - J-128 Project Management Information System PSA $ 1,022,500 0 $ - RBF CONSULTING,INC. $ 475,308 3 $ 37,466 SP-178 Bay Bridge Pumpstation and Force Mains Rehabilitation Study PSA $ 475,308 3 $ 37,466 Stantec Consulting Services,Inc. _ $ 9,815,880 4 $ 641,768 3-62 Seal Beach Pump Station Rehabilitation PDSA $ 6,917,175 4 $ 641,768 P2-110 Consolidated Demolition and Utility Improvements at Plant 2 PCSA $ 1,499,839 0 $ - SP-196 Process Control Systems Upgrades Study PSA $ 1,398,866 0 $ - THE AUSTIN COMPANY $ 2,806,622 6 $ 549,321 P1-115 Title 24 Access Compliance and Building Rehabilitation Project PDSA $ 2,200,000 6 $ 549,321 P1-115 Title 24 Access Compliance and Building Rehabilitation Project PCSA $ 606,622 0 $ - Woodard&Curran $ 3,092,675 3 $ 19,372 6-17 District 6 Trunk Sewer Relief PCSA $ 290,000 1 $ - PS15-08 Collections Capacity Evaluation Study PSA $ 2,802,675 2 $ 19,372 Table 2.2 Activity Report for 2012 Master Professional Design Services Agreements Firm Task Order Status PROJECT TITLE/DESCRIPTION FY12-13 FY13-14 FY14-15 FE13-02, Repairs to Bar Screen at D Headworks at $ 27,980.00 12-00-01-01 Closed P2 FE13-02 Amendment No. 1 $ 9,200.00 FE13-02 Amendment No. 2 $ 6,770.00 FR12-035, Edinger Pump Station Record Drawing $ 42,511.00 LEE&RO, INC 12-00-01-02 Closed Preparation PO#104615-OB FR12-035 Amendment No. 1 $ 10,455.00 Contract No. FE12-00-01 12-00-01-03 Closed FE13-01, (5-60) Newport Force Main Rehabilitation $ 74,600.00 FE13-01 5-60 Amendment No. 1 $ 24,943.00 FR13-020, Plant No. 2 Gas Compressor Building Piping Replacement $ 68,917.00 12-00-01-04 Open FR13-020 Amendment No. 1 $ 30,568.00 FR13-020 Amendment No. 2 $ 25,896.00 CUMULATIVE $ 43,950.00 $ 152,509.00 $ 125,381.00 12-00-02-01 Closed FE12-06,84-inch P2 PI Line for Dist. Box B Rehab. $ 64,095.00 and Flow Meter Structure Aban. CLOSED DUDEK&ASSOCIATES, INC. FE09-04, P1 Potable Water System Improvements $ 50,472.00 PO#104616-OB 12-00-02-02 Closed Contract No. FE12-00-02 FE09-04 Amendment No. 1 $ 13,320.00 12-00-02-03 Closed FE14-04, Primary Influent Channels Repair at Plant 1 $71,841.00 CUMULATIVE $ 64,095.00 $ 63,792.00 $ 71,841.00 FR12-003,Warner Avenue Manholes Structural RMC WATER AND ENVIRONMENT 12-00-03-01 Closed Repair Project $ 42,081.00 PO#104611-013 FR12-003 Amendment No. 1 $ 24,739.00 Contract No. FE12-00-03 12-00-03-02 Closed FR13-012,Santa Ana River Interceptor $ 56,404.00 CUMULATIVEI $ 66,820.00 1 $ 56,404.00 1 $ - Table 2.2 Activity Report for 2012 Master Professional Design Services Agreements Firm Task Order Status PROJECT TITLE/DESCRIPTION FY12-13 FY13-14 FY14-15 TRAN CONSULTING ENGINEERS 12-00-04-01 Closed FR12-012,Slater Ave VFD Replacement $ 39,963.00 PO#104617-OB Contract No. FE12-00-04 FR12-012 Amendment No. 1 $ 26,968.00 CUMULATIVE $ 66,931.00 $ - $ - FE10-19, Landscaping and Miscellaneous $ 74,957.00 RBF CONSULTING Improvements Along Ellis Avenue PO#104626-OB 12-00-OS 01 Closed FE10-19 Amendment No.1 $ 12,295.00 Contract No. FE12-00-05 FE10-19 Amendment No.2 $ 5,876.00 CUMULATIVE $ 93,128.00 $ 12-00-06-01 Closed FR12-030, P2 Solids Loading Station Truck Loading $ 15,935.00 Auger Access FE12-05, 15th St, Rocky Point and Bitter Point Pump IDS GROUP $ 40,575.00 PO#104614-OB 12-00-06-02 Closed Station Fall Protection Improvements Contract No. FE12-00-06 FE12-05 Amendment No. 1 $ 2,330.00 12-00-06-03 Open FE12-10, IT Server Room Cooling Improvements $ 43,470.00 12-00-06-04 Closed FE14-01, Plant 1 Primary Sludge Handling $6,200.00 Modifications CUMULATIVE $ 58,840.00 $ 43,470.00 $ 6,200.00 PSOMAS 12-00-07-01 Closed FE12-02, P1 Hazardous Waste Storage Relocation $ 51,400.00 PO#104610-OB Contract No. FE12-00-07 CUMULATIVEI $ 51,400.00 $ - $ - Table 2.2 Activity Report for 2012 Master Professional Design Services Agreements Firm Task Order Status PROJECT TITLE/DESCRIPTION FY12-13 FY13-14 FY14-15 FE10-21,Area 02 Craig Regional Park Manhole $ 58,440.00 12-00-08-01 Open Improvements FE10-21 Amendment No. 1 $ 18,780.00 FE10-21 Amendment No. 2 $ 22,780.00 GHD 12-00-08-02 Closed FE12-07, Upgrade PLC Panels at P1 and P2- $ 69,840.00 PO#104612-013 FE13-04, Plant 2 Trickling Filter Odor Control System $ 74,910.00 Contract No. FE12-00-08 Upgrade 12-00-08-03 Open FE13-04 Amendment No. 1 $ 9,635.00 FE13-04 Amendment No. 2 $ 14,455.00 FE13-04 Amendment No. 3 $ 24,235.00 FE13-04 Amendment No.4 $ 11,095.00 CUMULATIVE $ 169,840.00 $ - $ 134,330.00 RMS ENGINEERING&DESIGN, INC. 12-00-09-01 Closed FE12-08, P2 TF/SC Blower Insultation Modifications $ 57,351.00 PO#104625-OB Contract No. FE12-00-09 FE12-08 Amendment No. 1 $ 27,390.00 CUMULATIVE $ - $ 84,741.00 $ - HARRIS AND ASSOCIATES PO#104613-OB Contract No. FE12-00-10 CUMULATIVE $ I $ - I $ - TOTAL $ 615,004.00 1 $ 400,916.00 1 $ 337,752.00 Table 2.3 Activity Report for 2015 Master Professional Design Services Agreements Firm Task Order Status Project Title/Description FY15-16 FY16-17 FY17-18 FE14-05, Plant No. 1 Fleet Services UST Leak $86,116.00 FE15-00-01-01 Open Remediation DUDEK FE14-05 Amendment No. 1 $53,137.00 Purchase Order No. 105435OB FE15-00-01-02 Open FE15-09, CenGen Hot Water Pipe Bracing at P1 $146,516.00 Contract No. FE15-00-01 FE15-00-01-03 Open FE16-14, Slater Pump Station Valve Replacements $175,500.00 FISCAL YEAR TOTAL $139,253.00 $146,516.00 $175,500.00 LEE & RO, INC. Purchase Order No. 105436OB Contract No. FE15-00-02 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 GHD, INC. Purchase Order No. 105469OB Contract No. FE15-00-03 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 FE15-00-04-01 Open PS17-02Guidelines for Development in the Area of $93,186.61 AECOM OCSD Facilities Purchase Order No. 105440OB Contract No. FE15-00-04 FISCAL YEAR TOTAL $0.00 $0.00 $93,186.61 HAZEN AND SAWYER Purchase Order No. 105451 OB Contract No. FE15-00-05 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 FE15-00-06-01 Open PS16-04, Rectangular Primary Clarifier Reliability $156,518.00 RMC WATER AND ENVIRONMENT Study at Plant 1 Purchase Order No. 105441 OB Contract No. FE15-00-06 FISCAL YEAR TOTALI $0.00 $0.00 1 $156,518.00 Table 2.3 Activity Report for 2015 Master Professional Design Services Agreements Firm Task Order Status Project Title/Description FY15-16 FY16-17 FY17-18 PROJECTLINE TECHNICAL FE15-00-07-01 Closed FE15-02, Plant No. 2 Control Center Server Room $83,624.00 SERVICES, INC. HVAC Upgrade Purchase Order No. 105452OB Contract No. FE15-00-07 FISCAL YEAR TOTAL $83,624.00 $0.00 $0.00 TAIT&ASSOCIATES, INC. Purchase Order No. 105449OB Contract No. FE15-00-08 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 BEYAZ&PATEL, INC. Purchase Order No. 105445OB Contract No. FE15-00-09 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 IDS GROUP, INC. Purchase Order No. 105437OB Contract No. FE15-00-10 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 KLEINFELDER, INC. Purchase Order No. 105433OB Contract No. FE15-00-11 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 RMS ENGINEERING & DESIGN, INC. FE15-00-12-01 Open FE16-10, East Basin Distribution Box Repair $79,990.00 Purchase Order No. 105439OB Contract No. FE15-00-12 FISCAL YEAR TOTAL $0.00 $79,990.00 $0.00 TOTAL $222,877.03 $226,506.00 $425,204.61 Table 2.4 Activity Report for 2018 Master Professional Design Services Agreements Firm Task Order Status Project Title/Description FY18-19 FY19-20 FY20-21 No Task Orders Issued to Date AECOM Contract No. FE18-00-01 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Black&Veatch Contract No. FE18-00-02 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Dudek Contract No. FE18-00-03 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date GHD Contract No. FE18-00-04 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date HDR Engineering Contract No. FE18-00-05 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date IDS Group Contract No. FE18-00-06 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Infrastructure Engineering Contract No. FE18-00-07 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Michael Baker International Contract No. FE18-00-08 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 TOTAL $0.00 $0.00 $0.00 Table 2.5 Activity Report for 2017 Master Agreements for CEQA Studies Firm Task Order Status Project Title/Description FY18-19 FY19-20 FY20-21 No Task Orders Issued to Date HDR Engineering CEQA PLAN2017-01 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Michael Baker International CEQA PLAN2017-02 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Helix Environmental CEQA PLAN2017-03 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date ESA CEQA PLAN2017-04 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date AECOM CEQA PLAN2017-05 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date LSA CEQA PLAN2017-06 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 TOTALI $0.00 $0.00 $0.00 Table 2.6 Activity Report for 2017 Master Agreements for Collection Planning Studies Firm Task Order Status Project Title/Description FY17-18 FY18-19 FY19-20 No Task Orders Issued to Date Brown and Caldwell PLAN2017-01 (Collections) FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date AECOM PLAN2017-02 (Collections) FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date HDR Engineering PLAN2017-03 (Collections) FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Dudek PLAN2017-04(Collections) FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Woodard and Curran PLAN2017-05(Collections) FISCAL YEAR TOTALI $0.00 $0.00 1 $0.00 TOTALI $0.00 1 $0.00 1 $0.00 Table 2.7 Activity Report for 2017 Master Agreements for Wastewater Treatment Studies Firm Task Order Status Project Title/Description FY18-19 FY19-20 FY20-21 No Task Orders Issued to Date Brown and Caldwell PLAN2017-01 (Wastewater) FISCAL YEAR TOTAL $0.00 $0.00 $0.00 2017-02-01WW Open Spill Prevention, Control, and Countermeasure Plan $28,221.00 AECOM for Sludge Dewatering and Odor Control at Plant 1 PLAN2017-02 (Wastewater) FISCAL YEAR TOTAL $28,221.00 $0.00 $0.00 No Task Orders Issued to Date HDR Engineering PLAN2017-03 (Wastewater) FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Dudek PLAN2017-04(Wastewater) FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Woodard and Curran PLAN2017-05(Wastewater) FISCAL YEAR TOTAL $0.00 $0.00 $0.00 TOTAL $28,221.00 $0.00 $0.00 Table 3.1 Planning Studies Status Report Project Number Project Name Status Allocated Budget PSIS-01 PS15-01 Biosolids Master Plan Project Develop. $ 4,000,000 PS15-02 PSIS-02 Edinger Pump Station Rehabilitation Study Project Develop. $ 971,000 PS15-06 PS15-06 Seismic Evaluation of Structures at Plant Nos. 1 and 2 Project Develop. $ 3,860,000 PS15-07 PSIS-07 Pressurization and Odor Control Study at Newport Beach Project Develop. $ 375,000 PS15-08 PS15-08 Collections Capacity Evaluation Study Project Develop. $ 3,682,000 PS15-10 PS15-10 2017 Facilities Master Plan Project Develop. $ 4,150,000 PS16-01 PS16-01 Stormwater Master Plan Project Develop. $ 1,415,700 PS16-02 PS16-02 SCE Feed Reliability Improvements Study Project Develop. $ 293,000 PS16-04 PS16-04 Rectangular Primary Clarifier Reliability Study at Plant No. 1 Project Develop. $ 420,000 PS17-01 PS17-01 Fire Flow Testing at Plant No. 1 Project Develop. $ 78,000 PS17-02 PS17-02 Guidelines for Development in the Area of OCSD Facilities Project Develop. $ 176,000 PS17-03 PS17-03 Active Fault Location Study at Plant No. 2 Project Develop. $ 1,121,000 PS17-04 PS17-04 Office Workspace Study for Plant No 1 and 2 Project Develop. $ 77,000 PS17-08 PS17-08 CEQA- Facilities Master Plan Project Develop. $ 448,000 PS17-09 PS17-09 Calibration of Plant 1/Plant 2 InfoWorks Hydraulic Model Project Develop. $ 40,000 PS17-10 PS17-10 Emergency Overflow Weirs,Wing Wall Structural and Geotechnical Project Develop. $ 357,000 PS18-01 PS18-01 Asset Management Plan Development Project Develop. $ 420,000 Grand Total $ 21,883,700 Total Chartered Project 17 Board Approved Program Budget $ 28,652,000 Remaining Unallocated Budget $ 6,768,300 Table 3.2 Research Program Status Report Project Number Project Name Status Allocated Budget RE17-01 RE17-01 Operational Research Technical Support FY18-19 Project Develop. $ 650,000 RE17-02 RE17-02 Biogas Scrubber Evaluation Project Develop. $ 865,000 RE17-03 RE17-03 Reliant Wet Well Wizard Test Project Develop. $ 74,000 RE17-04 RE17-04 AquaNereda Aerobic Granular Sludge Process Project Develop. $ 242,000 RE17-05 RE17-05 Organica FCR Process Project Develop. $ 242,000 RE17-06 RE17-06 TWAS Pump Reliability Improvement Trials at Plant No. 2 Project Develop. $ 46,000 RE17-07 RE17-07 Super Oxygenation System Research at Seal Beach Pump Station Project Develop. $ _ 80,000 Grand Total $ 2,199,000 Total Chartered Project 7 Board Approved Program Budget $ 8,500,000 Remaining Unallocated Budget $ 6,301,000 Table 3.3 Facilities Engineering Program - Status Report Project Number Project Name Status Allocated Budget FE10-21 FE10-21 Area 02 Craig Regional Park Manhole Improvements Design $ 1,359,000 FE12-10 FE12-10 IT Server Room Cooling Improvements Closed $ 956,086 FE13-04 FE13-04 Plant No.2 Trickling Filter Chemical Odor Control Construction $ 4,730,000 FE14-03 FE14-03 Rehabilitation of Digester Mixing Pumps at P2 Digesters E, H, R,S,a Construction $ 1,360,000 FE14-05 FE14-05 Plant No. 1 Fleet Services UST Leak Remediation Design $ 1,487,311 FE15-01 FE15-01 Fullerton Creek Channel Crossing Design $ 90,000 FE15-06 FE15-06 Gas Compressor Building Piping Replacement at Plant 2 Construction $ 3,924,000 FE15-07 FE15-07 Secondary Treatment and Plant Water VFD Replacement at Plant 1 Design $ 3,500,000 FE15-09 FE15-09 CenGen Hot Water Pipe Bracing at Plant 1 Design $ 425,000 FE15-10 FE15-10 East Lido Force Main Rehabilitation Construction $ 2,628,000 FE16-01 FE16-01 Big Canyon Nature Park Improvements Closed $ 29,915 FE16-02 FE16-02 Jamboree Sewer Realignment at Big Canyon Closed $ 54,434 FE16-05 FE16-05 Buried Water Valve Support Upgrades at Plant 2 Construction $ 500,000 FE16-06 FE16-06 Fuel Cell Facilities Demolition Design $ 520,000 FE16-08 FE16-08 Carbon Canyon Clay Pipe Repairs Construction $ 1,131,000 FE16-10 FE16-10 East Basin Distribution Box Repair Construction $ 1,021,960 FE16-11 FE16-11 Lane Channel Crossing Design $ 500,000 FE16-12 FE16-12 Garfield Road Perimeter Security Fence Construction $ 90,000 FE16-13 FE16-13 Collections Infrastructure Relocation at Plant 2,Phase 1B Close-Out $ 120,000 FE16-14 FE16-14 Slater Pump Station Valve Replacements Bid and Award $ 1,050,000 FE17-01 FE17-01 Carbon Canyon Pipeline Sag Repairs Design $ 500,000 FE17-03 FE17-03 Battery Storage System at Plant No. 1 Project Develop. $ 250,000 FE17-04 FE17-04 Storm Water Compliance Improvements at 3 Pump Stations Project Develop. $ 570,000 FE17-05 FE17-05 Plant 1 ICS Network Extension Design $ 950,000 FE17-06 FE17-06 Tustin Ave Manhole and Pipe Repair Project Develop. $ 273,000 FE17-07 FE17-07 Fruit Street Trunk Sewer Relocation-OC Streetcar Project Develop. $ 334,000 FE17-08 FE17-08 Big Canyon Trunk Sewer Realignment-BCCC Maintenance Yard Project Develop. $ 72,000 FE17-09 FE17-09 Instrument Air Compressors Replacement at Plant Nos.1 and 2 Cen Not Authorized $ - Grand Total $ 28,425,706 Total Chartered Project 28 Board Approved Program Budget $ 55,000,000 Remaining Unallocated Budget $ 26,574,294 Table 3.4 Information Technology Capital Program Status Report Project Number Project Name Status Allocated Budget IT16-03 IT16-03 Plant 2 Internet Connection Active $ 50,000 IT16-05 IT16-05 Plant 2 Radio Repeater Upgrade Active $ 35,000 IT16-06 IT16-06 Network Equipment 2016-17 Active $ 44,302 IT16-07 IT16-07 Server Replacement and Obsolescence Active $ 337,332 IT16-08 IT16-08 IT Security 2016-17 Active $ 164,912 IT16-09 IT16-09 iPACS Enhancements Active $ 85,000 IT16-10 IT16-10 LIMS Compliance Improv Project Active $ 490,000 IT16-11 IT16-11 Business Continuity Plan Active $ 490,000 IT17-01 IT17-01 VMWare Active $ 416,968 IT17-02 IT17-02 Upgrade Active Directory Directory to 2016 Active $ 56,000 IT17-03 IT17-03 Upgrade ShoreTel System Server Active $ 199,644 IT17-04 IT17-04 PCI Improvements Active $ 131,093 IT17-05 IT17-05 Conference Room Monitor Upgrade Active $ 127,896 IT17-06 IT17-06 Printer Obsolescence Active $ 371,207 IT17-07 IT17-07 Safety Management Suite Active $ 170,077 IT17-08 IT17-08 Perimeter Physical Security Im Active $ 170,077 IT17-09 IT17-09 MYOCSD Redesign Active $ 170,077 IT17-10 IT17-10 Electronic Operator Round Form Active $ 170,077 IT17-11 IT17-11 P2 Radio Repeater Active $ 170,077 IT17-12 IT17-12 Sever/Network Power Improvements Active $ 90,000 IT17-13 IT17-13 Graphric Workstations for PAO Active $ 15,000 IT17-14 IT17-14 Specialized Application Programing&Support Active $ 600,000 IT17-15 IT17-15 Data Storage Replac/Obsolescens Active $ _ 600,000 Grand Total $ 5,154,739 Total Chartered Project 23 Board Approved Program Budget $ 10,000,000 Remaining Unallocated Budget $ 4,845,261 Table 4.1 Staff Augmentation Contract Status Total Fees Time Contract $41,000,000 86 months (1) Actuals to Date $10,817,719 26% 26 months 30% Remaining $30,182,281 74%1 60 months 70% 111 Assuming three 1-year extensions Table 4.2 Staff Augmentation Labor Summary This Quarter Inception to Date Labor Hours 10,021 77,702 Full Time Equivalents 22.3 19.9 Labor Costs (no expenses) $1,404,308 $10,710,115 Average Hourly Rate $140 $138 OPERATIONS COMMITTEE Meeting Date To Dir. 09/05/18 09/9/26/18 AGENDA REPORT Item Number Item Number 11 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: BATTERY STORAGE SYSTEM AT PLANT NO. 1 , PROJECT NO. FE17-03 GENERAL MANAGER'S RECOMMENDATION A. Ratify the General Manager's signature of the Southern California Gas Self Generation Incentive Program Reservation Request Form, and authorize the General Manager to sign the remaining required documents for the Battery Storage System at Plant No. 1, Project No. FE17-03; and B. Authorize the General Manager to sign the Southern California Edison's Customer Generation Agreement related to Battery Storage System at Plant No. 1 , Project No. FE17-03. BACKGROUND On April 26, 2018, the Board approved a ten-year Energy Management Services Agreement with Advanced Microgrid Solutions, Inc. (AMS) to provide, install, and operate a battery energy storage system at Plant No. 1. As part of this agreement, the Orange County Sanitation District (Sanitation District) and AMS agreed to cooperate in applying for grants, credits, and other incentives. AMS is responsible for the application costs, and will receive all revenue, credits, and benefits from any incentives. Southern California Gas has an incentive program to support new emerging distributed energy resources, which covers the Battery Storage System. AMS is pursuing that incentive and needs the Sanitation District signature as a host customer. The Southern California Edison's (SCE) Customer Generation Agreement allows the Battery Storage System to be connected to SCE's distribution system. The terms of this agreement are consistent with how the Battery Storage System is intended to be operated. RELEVANT STANDARDS • Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard • Ensure the public's money is wisely spent Page 1 of 3 PROBLEM The Southern California Gas Self Generation Incentive Program requires Sanitation District approval. SCE requires Sanitation District approval of a Customer Generation Agreement to connect the Battery Storage System. PROPOSED SOLUTION Authorize the General Manager to sign the Southern California Gas Self Generation Incentive Program documents and the SCE Customer Generation Agreement. TIMING CONCERNS The Battery Storage System is scheduled to be completed in early 2019. Delays to the project would also delay energy savings associated with the Battery Storage System. Applications for incentive programs such as the Self Generation Incentive Program must be submitted and approved prior to project completion. RAMIFICATIONS OF NOT TAKING ACTION The Sanitation District committed to cooperating with incentive applications as part of the agreement with AMS. AMS' proposal and contract terms were partly based on obtaining Southern California Gas' Self Generation Incentive Program funding. Without the SCE Customer Generation Agreement, the Battery Storage System could not be energized. PRIOR COMMITTEE/BOARD ACTIONS April 2018 - Approved a ten-year Energy Management Services Agreement with Advanced Microgrid Solutions, Inc. to provide, install, and operate a battery energy storage system at Plant No. 1; and approved an Installation Agreement to upgrade the power feed cables from the Central Generation Building to Power Building 6 at Plant No. 1 for a total amount not to exceed $393,000. ADDITIONAL INFORMATION N/A CEQA The project is exempt from CEQA under the Class 3 categorical exemption set forth in California Code of Regulations section 15303 and the Class 11 categorical exemption set forth in California Code of Regulations section 15311. Section 15303 (Class 3) exempts Page 2 of 3 from CEQA the "construction and location of limited numbers of new, small facilities or structures: installation of small new equipment and facilities in small structures" and "Examples of this exemption include but are not limited to: (d) Water main, sewage, electrical, gas and other utilities (e) Accessory structures including garages, carports, patios, swimming pools, and fences." Section 15311 (Class 11) exempts from CEQA the "construction, or placement of minor structures accessory to (appurtenant) existing commercial, industrial, or institutional facilities." The project involves the installation of a battery energy storage backup system to serve as a backup power source at Plant No. 1. The new system can be characterized as a small facility or structure under the Class 3 categorical exemption, or as a minor structure appurtenant to existing industrial facilities under the Class 11 categorical exemption. The project, therefore, qualifies for an exemption under CEQA Guidelines section 15303 (Class 3 categorical exemption) and CEQA Guidelines section 15311 (Class 11 categorical exemption) and no further action is required. A Notice of Exemption will be filed with Orange County Clerk-Recorder following the Board approval of the Energy Management Services Agreement. FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Self Generation Incentive Program Reservation Request Form (RRF) • Self Generation Incentive Program Contract • SAMPLE Redacted Self Generation Incentive Program Proof of Project Milestone • SAMPLE Redacted Self Generation Incentive Program Incentive Claim Form • DRAFT SCE Custom Generation Agreement MD:JM:dm:gc Page 3 of 3 7/11/2018 SGIP I None Self Generation Incentive Program MSoCalGas Reservation Request Form A(A"Scntpm E_not Lr, Instructions:This Self-Generation Incentive Program (SGIP) SoCalGas Reservation Request Form is reflective of the information entered in the selfgeneration@socalgas.com online form process. Please review thoroughly for accuracy of Application ID: information before signing. Once the form has been signed by all Date Printed: 07/11/2018 parties, scan and upload this document under the Reservation Request Program Year: 2018 header in the Documents section of the online application. Incomplete applications will result in a suspended application. Upon successful submission of all reservation request information and documents,the Applicant will receive notice from the SGIP Program Administrator that NOTE:Your application is not submitted until you upload this form their rebate request has been received. and all other required documentation and click on "Submit"via the online system. Application Type Application Type: Energy Storage Incentive Step: 3 Budget Category: Large-Scale Storage Incentive Rate: $0.35 Host Customer Contact Name: Mike Dorman Mailing Address: 10844 Ellis Avenue Company Name: Orange County Sanitation City, State,Zip: Fountain Valley, CA, 92708 District Phone: 7149622411 Parent Company Name: Email: mdorman@OCSD.COM NAICS: 562212 Is this a public institution? N/A Sector: Government Sector definition: N/A System Owner Contact Name: Nicolas Connell Mailing Address: 986 Mission Street, 3rd Floor Company Name: Advanced Microgrid Solutions City, State,Zip: San Francisco, CA, 94107 Parent Company Name: Phone: 949-558-1305 Email: nicolasc@advmicrogrid.com Developer Contact Name: Nicholas Connell Mailing Address: 25 Stillman Street Company Name: Advanced Microgrid Solutions City, State,Zip: San Francisco, CA, 94107 Phone: 1-415-699-4175 Email: nicholasc@advmicrogrid.com 1.Approaching or communicating with the host customer about the project and learning about its 1.Yes needs and energy profile 2. Developing the specifications for a system based on the customer's needs and interests 2. Yes 3.Soliciting bids from multiple manufacturers for the specified system 3.Yes 4.Gaining the customer's commitment to purchase or lease the specified system, usually but not 4.Yes necessarily by signing a purchase order with a customer or other form of agreement 5.Purchasing the specified system from the manufacturer to fulfill the obligation to provide a 5. Yes system to the customer https://www.selfgenca.com/application/l0834/documents/print 1/5 7/11/2018 SGIP I None 6.Securing permits for the system on behalf of the customer 6. Yes 7.Securing interconnection permission for the system on behalf of the customer 7.Yes 8.Submitting SGIP applications on behalf of the customer 8.Yes 9. Liaising with the SGIP administrators on incentive reservations 9.Yes 10. Liaising with the SGIP administrators on data reporting requirements 10. Yes 11.Supplying project data to SGIP evaluators 11. Yes 12. Physically constructing the system at the customer's premises 12. Yes 13. Installing the system at the customer's premises 13.Yes Who is performing the other activities? Applicant Contact Name: Sanjna Malpani Mailing Address: 986 Mission Street, 3rd Floor Company Name: Advanced Microgrid Solutions, City, State,Zip: San Francisco, CA, 94107 Inc Phone: 475-209-0938 Parent Company Name: Email: sanjnam@advmicrogrid.com Contractor/Installer Contact Contact Name: Mailing Address: Company Name: City, State,Zip: Contractor License Number Email: (CSLB): Phone: Contractor License Type: Project Site Information Site Address: 10844 Ellis Ave City,State,Zip: Fountain Valley, CA, 92708 Project site within the SCE-defined local reliability area? N/A Disadvantaged Community or Low-Income Community according to the CalEnviroScreen? Utility Information Electric Utility: Southern California Edison Peak Annual Demand(kW): 8,496 Electric Utility is Municipal? N/A Demand Response N/A Account Name: Orange Country Sanitation Participant? District Demand Response Program Is Existing Service? Yes Name: Utility Account ID: 3-008-2065-05 Demand Response Utility Meter ID: V349N-013729 Obligation (kW): Gas Utility: SoCalGas System Size Based on Load No Growth? Gas Utility is Municipal? N/A Estimated Future Additional Account Name: Orange Country Sanitation Demand (kW): District Is Existing Service? Yes Utility Account ID: 104-710-9500 9 Utility Meter ID: 7800666 Proposed System Information Equipment Technology: Electrochemical Storage Total Rated Capacity(kW): 3000 System Manufacturer: Tesla Total Energy Storage 6000 System Model: Powerpack 2.0 Capacity(kWh): Discharge Hours Duration: 2 https://www.selfgenca.com/application/l0834/documents/print 2/5 7/11/2018 SGIP I None Other self-generation or storage equipment onsite? Charged at least 75%from No renewables? Other Onsite System Information SGIP Incentivized System(s)Onsite: Technology Make/Model Project Code Installed Energy Storage Total Rated Capacity(kWh) Capacity(kW) Non-Incentivized System(s)Onsite: Technology Make/Model Year Installed Energy Storage Total Rated Capacity Capacity(kWh) (kW) Previous SGIP Generator Capacity 0 (kW): Previous SGIP Storage Capacity(kWh): 0 Project Finance Total Eligible Project Cost(TEPC): $6,000,000.00 Taking Federal Investment Tax Credits No Ineligible Project Cost: (ITC): ITC as a%of TEPC: % Approved California Manufacturer No Equipment: Other Incentives Received Incentive Type Incentive Amount Description Incentive Results Incentive Calculation Current Step 3 Incentive Rate:$0.35 Reference Table 0-2 MWH >2-4 MWH >4-6 MWH 0-2 HOURS 100% 50% 25% 2-4 HOURS 50% 25% 12.5% 4-6 HOURS 25% 12.5% 6.25% 0-2 MWH >2-4 MWH >4-6 MWH Existing Onsite Equipment Offset - - - 0-2 HOURS 2,000,000 2,000,000 2,000,000 2-4 HOURS - - - 4-6 HOURS Base Equipment Incentive $1,225,000.00 CA Manufacturer Adder Max Equipment Incentive a) $1,225,000.00 Other Incentives Total Dollars Impact on SGIP Incentive Other IOU Incentive(100%) 0 b) 0 Other Non-IOU Incentive(50%) 0 c) 0 Non-Ratepayer Incentive(0%) 0 Investment Tax Credit(0%) 0 Adjusted Equipment Incentive a+b+c = d) $1,225,000.00 Total Other Incentives e) 0 SGIP Incentive Adjustments Equipment Incentive Total Other Incentive Cap(s) Incentive Adjustment + Incentives<= Project Incentive Cap(Equipment) f) $1,225,000.00 $5,000,000.00 g) 0 Eligible Cost Cap(All Incentives) f+g=h) $1,225,000.00 0 $6,000,000.00 ***i) 0 https://www.selfgenca.com/application/10834/documents/print 3/5 7/11/2018 SGIP I None Equipment Incentive 1) $1,225,000.00 Calculated SGIP Incentive $1,225,000.00 g=0 if g+d—$51A,otherwise k=$5M-f i=0 if h+i—Total Eligible Cost,otherwise i=Total Eligible cost-(h+i) j=h+i The incentive adjustments shown above are based on the Total Eligible Project Cost, the Maximum Incentive Cap, and the Minimum Customer Investment. See the SGIP Handbook for more information on incentive limitations. Projected PBI Calculation Expected Total Production: 780,000 kWh Performance Based $612,500.00 Total Incentive: $1,225,000.00 Incentive: Initial Payment: $612,500.00 PBI Rate($/kWh): $0.1570513 Residential Energy Storage Eligibility Affidavit Requirements of Host Customers and System Owners o The energy storage system owner and/or Host Customer have the tools to control the usage of the energy storage system when operating in parallel with the grid. o Provide performance data to the Program upon request(emailed, zipped file of 15 minute interval data)for a period of five(5)years. o Pass the energy storage Field Verification Inspection. o Host Customer and/or System Owner are required to discharge the energy storage system a minimum of 52 full discharges per year.A"full discharge"is the equivalent of discharging the SGIP-incentivized energy capacity, whether it is during a single or multiple discharges. o Fulfill either of the two following conditions: o Option A:the Host Customer is on a TOU tariff, dynamic tariff(e.g. PG&E's SmartRate or SDG&E's Reduce Your Use), or agrees to integrate load through the California Independent System Operator's Proxy Demand Response, or equivalent tariff, prior to receiving the SGIP incentive and for five (5)years thereafter. Note that in the event that the Host Customer changes to a non-TOU tariff or is no longer enrolled in a demand reduction program, the energy storage System Owner is required to notify the Program Administrator within 30 days of change,and will be subject to Option B for the required five year period. o Option B:the Host Customer and/or System Owner agrees,for a minimum period of five(5)years,to discharge the energy storage system in an amount equivalent to 52 complete cycles per year of the incentivized energy capacity,which is defined as two hours of discharge at the SGIP incentivized power capacity rating,with discharges occurring during peak hours or peak day events (such as those called by PG&E's SmartRate program or SDG&E's Reduce Your Use), of the applicable IOU service territory. Declarations by Host Customer and System Owner By Execution of this document, System Owner and Host Customer Host Customer Signature each certify that the Project meets all program eligibility requirements Print Name: ,+�r►C if 4—,' and that the System Owner and Host Customer agree to abide by the rules and requirements set forth in the SGIP Handbook and SGIP Signature: Contract.The undersigned declare under penalty of perjury under the laws of the State of California that 1)The information provided is true Title:O&I0, 1-14010L�1� Date: 7—W�� and correct, and 2)the above-described generating system is new and System Owner (if not Host Customer) intended to offset part or all of the Host Customer's electrical Print Name: requirements at the site of installation. For residential energy storage projects,the Host Customer and System Owner certify that they have Signature: read and agreed to the terms of the Residential Energy Storage Eligibility Affidavit. Title: Date: The Host Customer and System Owner are committed to completing Applicant (if not Host Customer) this project, and by signing below, are starting their intent to contract Print Name: with individual(s) necessary for completion of the project. The Host Customer is the reservation holder and reserves the right to submit new Signature: Title: Date: https://www.selfgenca.com/application/l0834/documents/print 4/5 7/11/2018 SGIP I None project specifications, including a new application with alternative Developer System Owner and/or Applicant designations, upon withdrawal from the Print Name: project and cancellation of this Agreement. Signature: Title: Date: https://www.selfgenca.com/application/l0834/documents/print 5/5 SELF-GENERATION INCENTIVE PROGRAM CONTRACT BETWEEN PROGRAM ADMINISTRATOR("PA"),AND HOST CUSTOMER, SYSTEM OWNER,AND DEVELOPER("THE NON-PA PARTIES") This Contract is made by and between the "PA"jointly and severally with "The Non-PA Parties", organized and existing under California law. Capitalized terms not defined herein are given the same meaning as provided in the Glossary of the Self-Generation Incentive Program (SGIP) Handbook. 1.0 PROJECT DESCRIPTION - This Contract is limited to the Project described in the submitted Reservation Request Form. If all Program and Contract terms and conditions are complied with, PA will pay an incentive to the party designated on the submitted Incentive Claim Form. PA reserves the right to modify or cancel the incentive offer if the actual installation of Self-Generation (SG) Unit(s) differs from the proposed installation described in the Incentive Claim Form. SG Unit(s) must also be installed by the reservation expiration date shown on the Confirmed Reservation Letter. 2.0 DOCUMENTS INCORPORATED BY REFERENCE - The following documents set forth additional terms, conditions and requirements of this Contract: SGIP "Reservation Request Form" (RRF) SGIP"Proof of Project Milestone Form" (PPM) SGIP"Incentive Claim Form" (ICF) Project Cost Affidavit Renewable Fuel Affidavit (if applicable) Residential Energy Storage Affidavit (if applicable) SGIP Handbook, applicable revision, or as subsequently amended. The Non-PA Parties each acknowledge having received and read, and agree to be bound by the aforementioned documents, copies of which are available to the Non-PA Parties on the PA's website and www.selfgenca.com, and the terms of which are incorporated herein by reference as though set forth in full. Should a conflict exist between this Contract and any of these documents, this Contract shall control. 3.0 SUBMITTAL REQUIREMENTS FOR PAYMENT - As a condition of payment, the Non-PA Parties shall submit to PA, within the deadlines established by PA, the documents described in the SGIP Handbook. Each document requires review and PA's approval before the Non-PA Parties may move on to the next stage of the application process. 3.1 The Reservation Request ("RRF") -The request for reservation must be made using the RRF, which describes the Project, lists the SG Unit(s) that will be installed in the Project and estimates its size (system rated capacity according to the SGIP Handbook),and estimates its costs(including interconnection fees and, in some cases,warranties costs).When the Non-PA Parties submit the RRF to PA, it shall include the applicable items listed in the SGIP Handbook. PA will review the RRF and, if the Project appears to meet eligibility requirements, the PA will make a reservation of funds for the Project and will send the Non- PA Parties a Reservation Letter, the description of which is provided in the SGIP Handbook. 3.2 Proof of Project Milestone ("PPM") -Within the prescribed number of days, as defined in the SGIP Handbook, of the date on the Conditional Reservation Letter, the Non-PA Parties must submit the applicable PPM Form and the items listed in SGIP Handbook, to demonstrate to PA that the Project is progressing and that there is a substantial commitment to complete the Project. After PA reviews the PPM items and determines that the Project has met the necessary criteria, PA will send the Non-PA Parties a Confirmed Reservation Letter with the specific reservation amount and the Reservation Expiration Date. 3.3 Incentive Claim Form ("ICF") -Upon Project completion and prior to the Reservation Expiration Date, the Non-PA Parties must complete and submit the ICF to request an incentive payment. In addition to the completed ICF, the Non-PA Parties must submit the applicable items listed in SGIP Handbook. 4.0 FIELD VERIFICATION BY INSPECTION_- After complete, proper installation of the SG Unit(s) and submittal of the applicable items listed in SGIP Handbook,the PA or its authorized agent may schedule and complete a Field Verification Visit to verify that the SG Unit(s) have been installed and are operating in accordance with the approved ICF and required accompanying information. During the Field Verification Visit, the Non-PA Parties must provide access to the SG Unit(s)and must demonstrate the operation of the SG Unit(s). If the SG Units have a rated capacity that is 30 kW and larger, the metering system will be inspected, and it will be verified that it follows the approved monitoring plan required under SGIP Handbook and meets the metering requirements of the SGIP as defined in SGIP Handbook. If the Project uses renewable fuel, the availability and flow rate of the renewable fuel will be demonstrated by the Non-PA Parties. If the Project uses waste energy, the availability and production rate of the waste energy will be demonstrated by the Non-PA Parties. If the Project involves an energy storage system coupled with an SLIP-funded generating system or a photovoltaic system, the electrical coupling of the two systems will be verified at the time of the Field Verification Visit. In addition, the rated capacity of an energy storage system will be verified by allowing the system to discharge its specified duration period and determining the average power output during that time. If the eligible system size depended on new construction or load growth, the required load will be confirmed at the time of Field Verification Visit. The PA will verify system capacity rating to confirm the final incentive amount. During the Field Verification Visit, the Non-PA Parties must ensure that a qualified technician is present for an interview that is knowledgeable about the SG Unit(s) and their operation, and must allow photographs of the SG Unit(s) and their related systems to be taken. No incentive payment can be made until the final Field Verification Visit report has been satisfactorily completed. 5.0 MEASUREMENT & EVALUATION (M&E) ACTIVITIES — PA or its authorized agent must have access to the Project Site(s)for all Field M&E visits and ME data collection activities summarized below and described in detail in the SGIP Handbook. 5.1 The Non-PA Parties agree to participate in ME activities, as discussed in SGIP Handbook. The Non-PA Parties agree to provide system monitoring data (including, but not limited to, electric, gas, thermal and/or other relevant fuel input data) from the Non-PA Parties installed monitoring equipment to the PA or its authorized agent, and California Public Utilities Commission (CPUC) upon request. Furthermore, the Non-PA Parties agree to cooperate with the installation of any additional monitoring equipment that the PA or its authorized agent may deem necessary in its sole discretion. 5.2 The Non-PA Parties agree to allow the PA or its authorized agent access to the Host Customer's Site to develop and implement an ME Plan for the SG Unit(s) and its related systems in support of ME activities discussed in SGIP Handbook. 5.3 The Non-PA Parties agree to the public reporting of the following information as applicable to the Project energy generated (kWh), gross and net Greenhouse Gas (GHG) emissions, number of charging and discharging events and total amount of energy charged and discharged (for energy storage), amount and type of fuel consumed, and heat recovered (for Combined Heat and Power(CHP)). 5.4 It is agreed that any and all project information that is not covered by General Order 66-C, may be reported to the public. 6.0 PAYMENT -The incentive payment check will be made payable to the entity designated by the Non-PA Parties on the ICF only after the appropriate documents have been submitted (within the deadlines established by PA) and approved, and the Field Verification Visit report has been satisfactorily completed, in accordance with the Program rules set forth in the SGIP Handbook. PA's determination of the incentive amount is final, and the Non-PA Parties each agree to accept this determination. The incentive payment constitutes final and complete payment for projects under 30kW, or performance based payments for systems 30kW and greater. 6.1 The Non-PA Parties may designate in writing a third party to whom PA shall make the approved incentive payment. 7.0 REVIEW AND DISCLAIMER - PA's review of the design, construction, installation, operation or maintenance of the Project or the SG Unit(s) is not a representation as to their economic or technical feasibility,operational capability,or reliability.The Non-PA Parties each agree that neither of them will make any such representation to any third party. The Non-PA Parties are solely responsible for the economic and technical feasibility, operational capability, and reliability of the Project and the SG Unit(s). 8.0 RENEWABLE AND WASTE GAS FUEL LEVELS— For projects using renewable fuel or waste gas fuel, the Non-PA Parties agree to the renewable fuel level requirements as outlined in the applicable SGIP Handbook. 9.0 TERM AND TERMINATION 9.1 The Term of this Contract shall begin on the date that the last party signs the RRF, and shall terminate no later than the length of the required 10-year warranty; unless terminated earlier pursuant to the operation of this Contract, or unless modified by order of the CPUC or by written agreement of the Non- PA Parties. 9.2 The Contract may be terminated by PA in the event (a) the Non-PA Parties fail to perform a material obligation under this Contract, and the Non-PA Parties fails to cure such default within fifteen (15) days of receipt of written notice from the PA of such failure to perform a material obligation; or (b) any statement, representation or warranty made by the Non-PA Parties in connection with the Program or this Contract is false, misleading or inaccurate on the date as of which it is made. 9.3 The termination of this Contract shall not operate to discharge any liability, which has been incurred by either Party prior to the effective date of such termination. 9.4 Neither Party shall be liable in damages or have the right to terminate this Contract for any delay or default in performing any obligation under this Contract if such delay or default is caused by conditions beyond its control including, but not limited to, Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license),wars, insurrections and/or any other cause beyond the reasonable control of the Party whose performance is affected. 10.0 PERMANENT INSTALLATION - Equipment installed under this Program is intended to be in place for the duration of its useful life. Only permanently installed systems are eligible for incentives. This means that the Non-PA Parties must demonstrate to the satisfaction of the PA that the SG Unit(s) has both physical and contractual permanence prior to PA's payment of any incentive. Physical permanence is to be demonstrated by the SG Unit(s)' electrical, thermal and fuel connections in accordance with industry practice for permanently installed equipment and its secure physical attachment to a permanent surface (e.g., foundation). Any indication of portability, including, but not limited to, temporary structures, quick disconnects, unsecured equipment, wheels, carrying handles, dolly, trailer and/or platform will render the SG Unit(s) ineligible for incentives. Contractual permanence, corresponding to a minimum of the applicable warranty period, is to be demonstrated as follows: ❖ The Non-PA Parties agree to notify the PA in writing a minimum of sixty(60) days prior to any change in either the Site location of the SG Unit(s), or change in ownership of the SG Unit(s). ❖ An additional agreement between the Non-PA Parties and the PA may be required at the PA's sole discretion in order to safeguard against the possibility of early removal and relocation of the generation system. This additional agreement, if required, must be negotiated to the satisfaction of the PA. ❖ For the required warranty period of the system, it is the Non-PA Parties obligation to report any safety-related issues with the equipment to the PA within 30 days of the issue's emergence. 11.0 OTHER AGREEMENTS -All agreements involving the Project including, but not limited to, sales agreements,warranties, leases,energy service agreements,agreements for the sale of trade of Renewable Energy Credits (RECs), and/or energy savings guarantees, must be disclosed and provided to the PA as soon as they are available and in no event later than submission of the ICF. 12.0 ASSIGNMENT-The Non-PA Parties consent to PA's assignment of all of PA's rights, duties and obligations under this Contract to the CPUC and/or its designee. Any such assignment shall relieve PA of all rights, duties and obligations arising under this Contract. The Non-PA Parties shall not assign its rights or delegate its duties without the prior written consent of PA or its assignee, if any, except in connection with the sale or merger of a substantial portion of its assets. Any such assignment or delegation without the prior written consent of PA or its assignee, if any, shall be null and void. Consent to assignment shall not be unreasonably withheld or delayed. The Non-PA Parties must provide assurance of the success of a Project if assigned by providing any additional information requested by PA. 13.0 PERMITS AND LICENSES — The Non-PA Parties, at their own expense, shall obtain and maintain all licenses and permits needed to successfully perform work on the Project. 14.0 ADVERTISING, MARKETING AND USE OF PROGRAM ADMINISTRATOR'S NAME — The Non-PA Parties shall not use PA's corporate name, trademark, trade name, logo, identity or any affiliation for any reason, including soliciting persons to participate in the Project, without the prior written consent of PA. The Non-PA Parties shall make no representations on behalf of the PA. 15.0 INDEPENDENT CONTRACTOR - In assuming and performing the obligations of this Contract, the Non-PA Parties are each an independent contractor and neither shall be eligible for any benefits which PA may provide its employees. All persons, if any, hired by the Non-PA Parties shall be their respective employees, subcontractors, or independent contractors and shall not be considered employees or agents of the PA. 16.0 INDEMNIFICATION 16.1 To the greatest extent permitted by applicable law, the Non-PA Parties shall each indemnify, defend and hold harmless PA, its affiliates, subsidiaries, current and future parent company, officers, directors,agents and employees,from and against all claims,demands, losses, damages,costs,expenses, and liability (legal, contractual, or otherwise), which arise from or are in any way connected with any: (i) injury to or death of persons, including, but not limited to, employees of PA, the Non-PA Parties, or any third party; (ii) injury to property or other interests of PA,the Non-PA Parties, or any third party; (iii)violation of local, state or federal common law, statute, or regulation, including, but not limited to, environmental laws or regulations; or (iv) strict liability imposed by any law or regulation; so long as such injury, violation, or strict liability [as set forth in (i) - (iv) above] arises from or is in any way connected with this Contract or the Non-PA Parties performance of, or failure to perform, this Contract, however caused, regardless of any strict liability or negligence of PA whether active or passive, excepting only such loss, damage, cost, expense, liability, strict liability, or violation of law or regulation that is caused by the willful misconduct of PA, its officers, managers, or employees. 16.2 The Non-PA Parties each acknowledges that any claims, demands, losses, damages, costs, expenses, and legal liability that arise out of, result from, or are in any way connected with the release or spill of any hazardous material or waste as a result of the work performed under this Contract are expressly within the scope of this indemnity, and that the costs, expenses, and legal liability for environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration, remedial work, penalties, and fines arising from strict liability, or violation of any local, state, or federal law or regulation, attorney's fees, disbursements, and other response costs incurred as a result of such releases or spills are expressly within the scope of this indemnity. 16.3 The Non-PA Parties each shall, on PA's request, defend any action, claim or suit asserting a claim which might be covered by this indemnity. The Non-PA Parties shall pay all costs and expenses that may be incurred by PA in enforcing this indemnity, including reasonable attorney's fees. This indemnity shall survive the termination of this Contract for any reason. 17.0 LIMITATION OF LIABILITY - PA shall not be liable to the Non-PA Parties or to any of their respective subcontractors for any special, incidental, indirect or consequential damages whatsoever, including, without limitation, loss of profits or commitments, whether in contract, warranty, indemnity, tort (including negligence), strict liability or otherwise arising from PA's performance or nonperformance of its obligations under the Contract. 18.0 VENUE - This Contract shall be interpreted and enforced according to the laws of the State of California. Sole jurisdiction and venue shall be with the courts in Los Angeles County, California. 19.0 INTEGRATION AND MODIFICATION - This Contract and its appendices constitute the entire Contract and understanding between the Non-PA Parties as to its subject matter. It supersedes all prior or contemporaneous contracts, commitments, representations, writings, and discussions between the Non- PA Parties and PA, whether oral or written, and has been induced by no representations, statements or contracts other than those expressed herein. NO AMENDMENT, MODIFICATION OR CHANGE TO THIS CONTRACT SHALL BE BINDING OR EFFECTIVE UNLESS EXPRESSLY SET FORTH IN WRITING AND SIGNED BY THE PA'S REPRESENTATIVE AUTHORIZED TO SIGN THE CONTRACT. Notwithstanding the foregoing, this Contract is subject to such changes or modifications by the CPUC as it may,from time to time, direct in the exercise of its jurisdiction over PA. Furthermore,this Contract is subject to change or modification by the SGIP Working Group, as it may from time to time make to the Program in the exercise of its jurisdiction over the implementation of the Program. For purposes of this Contract, the "SGIP Working Group" shall constitute certain staff of each California investor-owned utility, the Center for Sustainable Energy®, California Energy Commission and the Energy Division of the CPUC. 20.0 NO THIRD PARTY BENEFICIARIES - This Contract is not intended to confer any rights or remedies upon any other persons other than the undersigned Non-PA Parties hereto. By execution of this Contract, the Non-PA Parties each certifies the Project meets all Program eligibility requirements, and that the information supplied in the RRF is true and correct. The Non-PA Parties further certify that the Non-PA Parties have read and understand the Self-Generation Incentive Program documents described in the SGIP Handbook and agree to abide by the rules and requirements set forth in this Contract and the documents identified in Section 2.0. The Non-PA Parties each declare under penalty of perjury under the laws of the State of California that: 1) the information provided in the RRF is true and correct to the best of my/our knowledge; 2)they have each read the Non-PA Parties Agreement set forth in the RRF and agree to terms therein; 3) any and all SG Unit(s) described in the RRF are new and intended to offset part or all of the Host Customer's electrical needs at the Site of installation; 4) the Site of installation is located within the PA's service territory; 5) the SG Unit(s) are not intended to be used solely as a backup systems; and 6) the Non-PA Parties each has received a copy of this Contract and the completed RRF. In witness whereof, the Non-PA Parties have executed this Contract by executing the RRF as of the latest date on the RRF. All communications under this Contract shall be forwarded directly to the appropriate PA. SGIP I SCE•SGIP-201 s-1 lay """"`'` Self Generation Incentive Program E D!SON Proof of Project Milestone r71no11nuc.,tjr)NuIr, r.- Southern California Edison Application Code: SCE-SGIP-2015-1249 Instructions: This Self-Generation Incentive Program(SGIP) Date Printed: Proof of Project Milestone Form is reflective of the information Program Year: 2015 entered in the online form process. Please review thoroughly for accuracy of information before signing. Once you have all the signatures, scan and upload this document under the Proof of Project Milestone header in the Documents section of the online NOTE: Your application Is not submitted until you upload this application. Incomplete applications will result in a suspended form and all other required documentation and click on application. Upon successful submission of all milestone "Submit"via the online system.You will receive a information and documents,the Applicant will receive notice from confirmation page when you complete the submittal process. the SGIP Program Administrator that their proof of project milestone has been received. Host Customer Contact Name: Mailing Address: Company Name: City,State,Zip: Parent Company Name: Phone: Sector: Email: NAICS: System Owner Contact Name: Nadia Marquez Mailing Address: 25 Stillman Street Company Name: Advanced Microgrid Suite 200 Solutions, Inc City,State,Zip: San Francisco, CA, 94107 Parent Company Name: Phone: 415-638-6146 Email: nadiam@advmicrogrid corn Applicant Contact Name; Nadia Marquez Mailing Address: 25 Stillman Street Company Name: Advanced Microgrid Suite 200 Solutions, Inc City,State,Zip: San Francisco, CA, 94107 Parent Company Name: Phone: 415-638-6146 Email: nadiam@advmicrogrid.com Directed Biogas Supplier(if applicable) Contact Name: Mailing Address: Company Name: City,State,Zip: Parent Company Name: Phone: Email: ontractor/Installer Contact Contact Name: Rick Azer Mailing Address: 10089 Willow Creek Road Company Name: Black&Veatch Suite 350 Contractor Ucense CGC046364 City, State,Zip: San Diego, CA, 93231 Number(CSLB): Email: Azerre@bv.com Phone: 9134581611 https:Nwu w.selfgenca.convappl ication/6600/documentslprint 115 11 1-1 SLIP I SCF•SGIP-2015-1249 Performance Data Provider (PDP) Contact Contact Name; Hugh Henderson Email: hugh.henderson@cdhenergy.co Company Name: CDH Energy Corp. Phone: 315-655-1063 Project Site Information Site Address: City, State,Zip: Utility Information Electric Utility: Peak Annual Demand(kW): Electric Utility is Muncipal? Demand Response Account Name: Participant? Is Existing Service? Demand Response Utility Account ID: Program Name: Demand Response Utility Meter ID: Obligation(kW): Gas Utility: System Size Based on Gas Utility Is Municipal? Load Growth? Account Name: Estimated Future Is Existing Service? Additional Demand(kW): Utility Account ID; Utility Meter ID: Proposed System Information Equipment Technology: A.E.S. Coupled System: No Fuel Type: AES Charged From: Blogas Source: Export to Grid: No Directed Biogas Produced Unknown Expected Onsite Load in CA? (kWh/year): Secondary Fuel Source? Unknown Fuel Type of Secondary Source: Equipment Details Manufacturer: California Supplier: Requested Application Capacity (kW): Model Nameplate CanacitySkW1 Unit Rated Capacity(kW) n To a a e Capacitv D rac a al s DBG cost($tMMBtu): Fuel Consumption 0 Natural Gas Cost (Stu kWh): ($/MMBtu): DBG Contract Premium: 0 Gen. System Heat Rate http5:/1%Y%-Y.sclfgtnca.com!application/66001docurncnts/pnnt 215 ct t urtu)e SGIP I SCE-SGIP-201 S 1249 (Btu/kWh): Existing Onsite System Information SGIP Incentivized System(s)Onsite: Technology ManufacturerlModel Unit Rated Capacity (kW) Quantity Year installed Non-Incentivized Systern(s)Onsite: Technology Manufacturer/Model Unit Rated Capacity(kW) Quantity Year Installed Previous SGIP Generator Capacity: 0 Previous SGIP Storage Capacity: 0 Project Finance Total Eligible Project Cost(TEPC): Taking Tax Credits: No Ineligible Project Cost: 0 ITC (as a% of TEPC): Blogas Cleanup Costa: 0 Other Incentives Received Incentive Amount Incentive Type Description Incentive Results Equipment incentive 0.1 MW 1-2 MW 2-3 MW Total Dollar Incentive Rate($AN) Capacity(W) Eligible Capacity(VV) Previous SGIP Capacity(W) 0 0 Base Equipment Incentive CA Supplier Adder Max Equipment Incentive a) Blogas Adder Incentive Rate($i1M Eligible Capacity(M 0 Previous SGIP Capacity(W) 0 Biogas Adder Amount 0 b) G OBG Premium Cap c) C Adjusted 6logas Adder lesser of b or c d) 0 Other Incentives Total See other Incentive table for more Information impact on SGIP Incentive Dollars Other IOU Incentive(100%) 0 e) 0 Other Non-IOU Incentive(50%) 0 f) 0 Non-Ratepayer incentive(0%) 0 Adjusted Equipment Incentive q) $438,000.00 Total Other Incentives h) 0 Incentive Adjustments Equipment Biogas Adder+ Other Incentives<- Incentive Incentive Incentive+ Cap(s) Adjustment SGIP Contribution Cap q) 'i) 0 (Equipment On)y)' Project Incentive Cap q+i-j) 0 •k) 0 (Equipment and Biogas) Eligible Cost Cap(Ali Incentives) j+k-1) 0 0 •m) 0 hitps;Invw%csclfgcnca,rom/appGcation/66001documcnts/print 3`5 W nr cur o SGIP I SCE-SGIP-2015-1249 Calculated SGIP Incentive' 1)SGIP Contribution Cap=(1-0.4-ITC)•Total Eligible Cost 'i=0 if g<=SGIP Conlriubtion Cap,otherwise i=SGIP Contribution Cap-g 2)Calculated SGIP Incentive=d+g+i+k+m "k=0 if 1+d—$5M,otherwise k=$51V-Q+d) •••m=0 if I+d+h <=Total Eligible Cost,otherwise m=Total Eligible Cost-(I+d+h) The incentive adjustments shown above are based on the Total Eligible Project Cost, the Maximum Incentive Cap, and the Minimurn Customer Investment. See the SGIP Handbook for more information on incentive limitations. Projected PBI Calculation Expected Total Production: Performance Based Total Incentive: 0 Incentive: Initial Payment: PBI Rate($/kWh): Residential AES Eligibility Affidavit Requirements of Host Customers and System Owners The AES system owner and/or Host Customer have the tools to control the usage of the AES system when operating in parallel with the grid Provide performance data to the Program upon request(emailed,zipped file of 15 minute interval data)for a period of five(5)years. Pass the Residential AES Field Verification Inspection, Compliance Option A-Host Customer on TOU tariff or Demand Reduction Program The Host Customer is on a TOU tariff, dynamic tariff(e.g. PG&E's SmartRate or SDG&E's Reduce Your Use),or agrees to integrate load through the California Inaependent System Operator's Proxy Demand Response or equivalent tariff, prior to receiving the SGIP incentive and for five (5)years thereafter. Compliance Option B -Host Customer without TOU Tariff or Demand Reduction Program Host Customer and/or System Owner agrees, for a minimum period of five(5)years, to discharge the AES system in a amount equivalent to 52 complete cycles per year of the incentivized energy capacity,which is defined as two hours of discharge at the SGIP incentivized power capacity rating,with discharges occurring during the peak hours or peak day events(such as those called by PG&E's SmartRate program or SDG&E's Reduce Your Use), of the applicable IOU service territory. Required Materials Include all required attachments with your submittal: 1. Completed Proof of Project Milestone Form (All 3-Step Projects) 2. Copy of RFP or equivalent (All Projects) 3. Copy of Executed Contract or Agreement for Installation (All Projects) 4. Energy Efficiency Audit(All Projects) 5. Proposed Monitoring Plan (Projects >=30kW) 6. Air Permit Application (Non-Renewable Fuel Projects Only) 7. Proof of Fuel Contracts and Documentation: • Renewable Fuel Contract • Directed Biogas Renewable Fuel Attestation —System Owner& Fuel Supplier (Directed) • Gas Injection Qualification (On-Site) • Renewable Fuel Affidavit (On-site) • Fuel Clean-up On-Site •Waste Gas Fuel Affidavit (Waste Gas Only) Declarations by Host Customer and System Owner Droject Site Address: ^.ity, State,zlp: ncentive Amount hops./%• %vsclfgenca.cnmapplication/6600/documcntsiprint 5 W 10/2016 SGIP I SCE-SGIP•201 S 1249 Requested: By execution of this document, System Owner and Host Host Customer Signature Customer each certify that the Project meets all program eligibility requirements and that the System Owner and Host Customer agree to abide by the rules and requirements set forth in the SUP Handbook. The undersigned declare under penalty of perjury under the laws of the State of California that the information provided is true, accurate, and complete. System Owner (if not HostCustomer) Print Name: MANAL YAMOV T Signature Title: W, PoL4(,y ? AWFTt Date.1 C)� Applicant (if not Host Customer) / Print Name: pAAPJAA, vana0ul Signature: Title: Yp� PpNp{ Date:2/(J/ � MAKK�S j hlips:fiwwwzclfgcnca.com/npplication/6600/documcnislprint N5 7/3/2017 SGIP I SCE-SGIP-2015-1249 ("t"t'" Self Generation Incentive Program E D I S O N Incentive Claim Form ...,,,.,,,,,t,,,X >,.,. Southern California Edison SGIPGroup@sce.com Instructions:This Self-Generation Incentive Program(SGIP)Incentive Application Code: SCE-SGIP-2015-1249 Claim Form is reflective of the information you enter in the online form Date Printed: 07/03/2017 process. Please review thoroughly for accuracy of information before Program Year: 2015 signing.Once you have all the signatures,scan and upload this document under the Incentive Claim header in the Documents section of the online application. Incomplete applications will result in a suspended application. Upon successful submission of all incentive NOTE:Your application is not submitted until you upload this form claim information and documents,the Applicant will receive notice from and all other required documentation and click on"Submit'via the the SGIP Program Administrator that their claim has been received. online system.You will receive a confirmation page when you complete the submittal process. Host Customer Contact Name: Mailing Address: Company Name: City,State,Zip: Parent Company Name: Phone: Sector: Email: NAICS: System Owner Contact Name: Manal Yamout Mailing Address: 25 Stillman Street Company Name: Advanced Microgrid Solutions, City,State,Zip: San Francisco,CA,94107 Inc Phone: 415-699-4175 Parent Company Name: Email: nicholasc@advmicrogrid.com Applicant Contact Name: Nicholas Connell Mailing Address: 25 Stillman Street Company Name: Advanced Microgrid Solutions, City,State,Zip: San Francisco, CA,94107 Inc Phone: 415-699-4175 Parent Company Name: Email: nicholasc@advmicrogrid.com Directed Biogas Supplier(if applicable) Contact Name: Mailing Address: Company Name: City,State,Zip: Parent Company Name: Phone: Email: Contractor/Installer Contact Contact Name: Rick Azer Mailing Address: 10089 Willow Creek Road Company Name: Black&Veatch Suite 350 Contractor License Number CGC046364 City,State,Zip: San Diego, CA,93231 (CSLB): Email: Azerre@bv.com Phone: 9134581611 Performance Data Provider(PDP)Contact Contact Name: Hugh Henderson Email: hugh.henderson@cdhenergy.com Company Name: 3 Phone: 315-655-1063 Payee Contact https://www.selfgcnca.com/applica:ion/6600/documents/print 1/6 2G i SGIP I SCE-SGIP-2015-1249 Contact Name: Mailing Address: Company Name: City,State,Zip: Payee Tax Status: Email: Payee Tax ID: Phone: Project Site Information Site Address: City,State,Zip: Utility Information Electric Utility: Peak Annual Demand(kW): Electric Utility is Municipal? Demand Response Account Name: Participant? Is Existing Service? Demand Response Program Name: Utility Account ID: Demand Response Utility Meter ID: Obligation(kW): Gas Utility: System Size Based on Load Gas Utility is Municipal? Growth? Account Name: Estimated Future Additional Is Existing Service? Demand(kW): Utility Account ID: Utility Meter ID: Proposed System Information Equipment Technology: Electrochemical Storage Coupled System: No Fuel Type: AES Charged From: Biogas Source: Export to Grid: No Directed Biogas Produced in N/A Expected Onsite Load CA? (kWh/year): Secondary Fuel Source? N/A Fuel Type of Secondary Source: Equipment Details Manufacturer: Tesla Corp. California Supplier: Yes Requested Application 250 Capacity(kW): Model Nameplate Capacity Unit Rated Capacity Quantity Total Rated Capacity MWJ (kW) Powerwall2.0 250 250 t 250 Directed Biogas Contract Details DBG cost($/MMBtu): Fuel Consumption 0 Natural Gas Cost($/MMBtu): (Btu/kWh): Gen.System Heat Rate DBG Contract Premium: 0 (Btu/kWh): https:llwww.solfgcnca.com/applicationl6600/documents/print ''t 7/3!2017 SGIP I SCE-SGIP-2015-1249 Other Onsite System Information SGIP Incentivized System(s)Onsite: Technology Manufacturer/Model Unit Rated Capacity Quantity Year Installed (kW) Non-Incentivized Systems)Onsite: Technology Manufacturer/Model Unit Rated Capacity Quantity Year Installed (kW) Previous SGIP Generator Capacity: 0 Previous SGIP Storage Capacity: 0 Project Finance Total Eligible Project Cost(TEPC): Taking Tax Credits: No Ineligible Project Cost: 0 ITC(as a%of TEPC): % Biogas Cleanup Costs: Other Incentives Received Incentive Amount Incentive Type Description PBI Setup Information Meters Onsite: Meter Manufacturer Meter Model Meter File ID Meter Serial Number N/A N/A N/A Channels Onsite: Meter File ID Channel ID Category Unit of Measure N/A 1 Electric kWh Incentive Results Equipment Incentive 0-1 MW 1-2 MW 2-3 MW Total Dollars Incentive Rate($fW) Capacity(W) Eligible Capacity(VV) Previous SGIP Capacity(W) 0 0 Base Equipment Incentive CA Supplier Adder Max Equipment Incentive a> Biogas Adder Incentive Rate($NV) Eligible Capacity(W) 0 Previous SGIP Capacity(W) o Biogas Adder Amount 0 b) 0 DBG Premium Cap c) 0 Adjusted Biogas Adder Lesser of b or c d) 0 Other Incentives Total See other Incentive table for more Information Impact on SGIP Incentive Dollars Other IOU Incentive(100%) 0 e) 0 Other Non-IOU Incentive(50%) 0 f) 0 Non-Ratepayer Incentive(0%) 0 hitps://wivw.selfgenca.com/application/6600/documents/print 316 7/3/2017 SGIP I SCE-SGIP-2015-l 249 Adjusted Equipment Incentive g) $438,000,00 Total Other Incentives h 1 0 Incentive Adjustments Equipment Blogas Adder+ Other Incentives<= Incentive Incentive Incentive+ cap(s) Adjustment SGIP Contribution Cap(Equipment g) Only)' Project Incentive Cap(Equipment and g+i=j) 0 Biogas) Eligible Cost Cap(All Incentives) j+k=1) 0 0 Calculated SGIP Incentive' 1)SGIP Contribution Cap=(1-0.4-ITC)•Total Eligible Cost •i=0 if g<=SGIP Contrubtion Cap,otherwise i=SGIP Contribution Cap-g 2)Calculated SGIP Incentive=d+g+i+k+m "•k=0 ifj+d<_$510,otherwise k=$5M-(j+d) "•"m=0 if I+d+h<=Total Eligible Cost,otherwise m=Total Eligible Cost-(I+d+h) The incentive adjustments shown above are based on the Total Eligible Project Cost,the Maximum Incentive Cap,and the Minimum Customer Investment.See the SGIP Handbook for more information on incentive limitations, Projected PBI Calculation Expected Total Production: Performance Based Total Incentive: Incentive: Initial Payment: PBI Rate($/kWh): Residential AES Eligibility Affidavit Requirements of Host Customers and System Owners The AES system owner and/or Host Customer have the tools to control the usage of the AES system when operating in parallel with the grid. Provide performance data to the Program upon request(emailed,zipped file of 15 minute interval data)for a period of five(5)years. Pass the Residential AES Field Verification Inspection, Compliance Option A-Host Customer on TOU tariff or Demand Reduction Program The Host Customer is on a TOU tariff,dynamic tariff(e.g. PG&E's SmartRate or SDG&E's Reduce Your Use),or agrees to integrate load through the California Independent System Operator's Proxy Demand Response or equivalent tariff,prior to receiving the SGIP incentive and for five(5) years thereafter. Compliance Option B•Host Customer without TOU Tariff or Demand Reduction Program Host Customer and/or System Owner agrees,for a minimum period of five(5)years,to discharge the AES system in a amount equivalent to 52 complete cycles per year of the incentivized energy capacity,which is defined as two hours of discharge at the SGIP incentivized power capacity rating,with discharges occurring during the peak hours or peak day events(such as those called by PG&E's SmartRate program or SDG&E's Reduce Your Use),of the applicable IOU service territory. Required Materials Include all required attachments with your submittal: 1. Completed Incentive Claim Form (All Projects) 2. Proof of Authorization to Interconnect(All Projects) 3. Project Cost Affidavit and Cost Breakdown Worksheet(All Projects) 4. Final Permits: •Building Permit Inspection Report(All Projects) •Air Permit Documentation (Onsite Renewable Fuel Only) 5. Substantiation of • New or Expanded Load(All Projects) • Renewable or waste resource(Onsite Renewable Fuel Only) • Fuel cleanup-skid cost(Onsite Renewable Fuel Only) • Renewable Contract Commencement(Direct Biogas Only) •Renewable Fuel Metering Specifications(Directed Biogas Only) https://www.selfgcnca.com/application/6600/documents/print 4!6 7/3/2017 SGIP I SCE-SGIP-2015-1249 6. Planned Maintenance Coordination letter(Conventional CHP Projects> 200kW Only) 7. Final Monitoring Schematic(All Projects>=30kK9 Declarations by Host Customer and System Owner Project Site Address: City,State,tip: Incentive Amount Requested: The undersigned certify under the laws of the State of California that Host Customer Si nature the forgoing is true and correct and is authorized to sign this Affidavit. 1)The information provided in this form is true,accurate, and complete 2)The above described generating system is new and intended to offset part or all of the Host Customer's electrical needs at the site of System Owner(if not Host Customer) installation Print Name: MWV, 3)The site of installation is located within the Utility's service territory and,the self-generating equipment is not intended solely as a back- Signature: up generator 4)The Host Customer has received a copy of this completed form Title: Date: 3—� 17 5)An electrical generating system meeting the terms and conditions of Self Generation Incentive Program has been installed and is Applicant(if not ost Customer) operating satisfactorily as of the date stated Print Name: ,fj� p, ,wI- � ��� 6)The rated electrical output of the generating system and the Signature: Y�` physical location of the system are as stated above 7)The Host Customer and System Owner(if applicable)understand Title: Date:Date: �j that all other agreements,other program rebates,grants, forgiven 1 loans,gifted equipment,financial incentives,post-installation agreements,Renewable Energy Credits(aka RECs,Green Credits, l etc.),and performance payments are"other incentives"and must be disclosed 8)At the time incentive payment is made,System Owner is the owner of the generating or storage equipment which comprise the Project and all the statements below are true and correct: •The information provided on the Incentive Claim Form is true and accurate System Owner incurred all costs referenced in Project Finance section of the Incentive Claim Form, -Project is operating as intended according to Contract 9)Costs to Project as defined in the Project Cost Breakdown are identical to the costs submitted by Parties to Program Administrator in the Incentive Claim Form 10)Except as noted below,there were no changes in the information regarding the Host Customer's generating system specifications, installation location,or price from that information provided in the Reservation Request Form originally submitted by the undersigned. 11)Tax Liability: I understand that the incentives may be taxable and if greater than$600,may be reported to the IRS unless I am exempt from reporting.The Program Administrator may report such rebate payments on IRS Form 1099 unless I have checked corporation or exempt tax status above.You are urged to consult your tax adviser concerning the taxability of rebates. Program Administrator is not responsible for any taxes that may be imposed on you or your business as a result of your receipt of this rebate. htips://www.sclfgcnca.com/applica6on/6600/documenWpritit 516 7/312017 SG1P I SCE-SGIP-2015-1219 htips:Awww.sclrgoncn.cuwnlapplic:uirni/GGW ducumcnWprint 6/6 SOurHFRN CALIFORNIA CUSTOMER GENERATION E D I S O N' AGREEMENT HOST CUSTOMER mi GFI DXXXX 13 f SON IN7'FR 1770NAL Coeipnn. This Customer Generation Agreement ("Agreement") is entered into by and between HOST CUSTOMER, a California public agency("Customer"), and Southern California Edison Company ("SCE"), a California Corporation. Customer and SCE are sometimes also referred to in this Agreement jointly as "Parties" or individually as "Party." In consideration of the mutual promises and obligations stated in this Agreement and its attachments, the Parties agree as follows: 1. SCOPE, PURPOSE, AND RELATED AGREEMENTS This Agreement, in conjunction with the Generation Interconnection and Operating Arrangements identified in Section 2.2 and attached as Appendix A, allows the Producer(as identified in section 2.2)to utilize Customer's electrical facilities to interconnect and operate the Generating Facility in parallel with SCE's Distribution System. The purpose of the Generating Facility is to serve the Customer's electrical loads at the location identified in Section 2.1. 2. SUMMARY AND DESCRIPTION OF THE PARTIES AND LOCATION OF GENERATING FACILITY 2.1 The name and address used by SCE to locate the Electric Service Accounts where the Generating Facility interconnects with SCE's Distribution System is: HOST CUSTOMER ADDRESS CITY 2.2 The Generating Facility shall be interconnected with SCE's Distribution System pursuant to the Generating Facility Interconnection Agreement attached as Appendix A between SCE and Hybrid-Electric Building Technologies WLA 2, its successors or assigns ("Producer")dated , ("Generation Interconnection and Operating Arrangements"). 2.3 Producer's contact information: Hybrid-Electric Building Technologies WLA 2 Attention: Tom Houle 115 Wild Basin, Suite 301 Austin, TX 78746 Phone: (512) 712-1925 3. CUSTOMER ACKNOWLEDGEMENTS AND OBLIGATIONS 3.1 Customer acknowledges that it has authorized the Generating Facility to be installed and operated by Producer in accordance with SCE's Rule 21 on or adjacent to Customer's premises. Such Generating Facility shall be used to serve all or a portion of Customer's electrical loads associated with the Electric Service provided by SCE at the location identified in Section 2.1, above, and any other purpose permitted under the Generation Interconnection and Operating Arrangements. Customer shall be solely responsible for the terms of any agreement between it and Producer. 3.2 Customer shall be solely responsible for any charges incurred under SCE's electric service tariffs for the services provided to Customer by SCE. Customer 14-744 09/2012 SCE Use Only 3-001-5731-33 G F I D8596 Account No. ID No. CUSTOMER GENERATION AGREEMENT SOUTHERN CALIFORNIA EDISON HOST CUSTOMER G F I DXXXX acknowledges that it is the sole end-use consumer of such tariffed services. This Agreement does not constitute an agreement by SCE to provide any tariffed service to Producer. 3.3 Customer acknowledges the Generating Facility shall be operated in compliance with all SCE tariffs, including but not limited to SCE's Rule 21, and any other regulations and laws governing the interconnection of the Generating Facility. Customer further acknowledges that it has been made aware of the charges and conditions related to the operation of the Generating Facility including, but not limited to Schedule S and Schedule DL-NBC, and that the performance or lack of performance of the Generating Facility may affect the rates and charges billed by SCE for the electric power delivered to Customer. Copies of such tariffs are available at SCE's Internet site: www.sce.com or by request to SCE. 3.4 Any amounts to be paid, or refunded to, SCE for the services received by Customer as a result of the Producer failing to operate the Generating Facility in accordance with the terms of the representations and warranties made under the Generation Interconnection and Operating Arrangements shall be paid to SCE in accordance with SCE's Rule 9. 3.5 Customer shall make the Generating Facility reasonably accessible to SCE's personnel, contractors or agents to perform SCE's duties under Rule 21. 4. TERM AND TERMINATION 4.1 This Agreement shall become effective as of the last date entered in Section 13 below. The Agreement shall continue in full force and effect until the earliest date that one of the following events occurs: (a) The Parties agree in writing to terminate the Agreement, or (b) Unless otherwise agreed in writing by the Parties, at 12:01 A.M. on the day following the date the Customer's electric Service Account through which the Generating Facility is Interconnected to SCE's Distribution System is closed or terminated, or (c) Unless otherwise agreed in writing by the Parties, at 12:01 A.M. on the 31st day following the date the Generation Interconnection and Operating Arrangements are terminated, unless the responsibility for such Generation Interconnection and Operating Arrangements is assigned to or replaced by a subsequent Producer. The Parties shall cooperate in obtaining an assignment or replacement agreement, or (d) At 12:01 A.M. on the 61st day after Customer or SCE provides written Notice pursuant to Section 6 below to the other Party of the Customer or SCE's intent to terminate this Agreement. 4.2 Customer may elect to terminate this Agreement pursuant to the terms of Section 4.1(d)for any reason. SCE may elect to terminate this Agreement pursuant to the terms of Section 4.1(d)for one or more of the following reasons: (a) A change in SCE's applicable tariffs, as approved or directed by the Commission, or a change in any local, state or federal law, statute or regulation, either of which materially alters or otherwise affects SCE's ability or obligation to perform SCE's duties under this Agreement; or, 14-744 2 09/2012 CUSTOMER GENERATION AGREEMENT SOUTHERN CALIFORNIA EDISON HOST CUSTOMER G F I DXXXX (b) Unless otherwise agreed in writing by the Parties, Customer fails to take all corrective actions specified in SCE's Notice provided in accordance with Section 6 that Customer is out of compliance with the terms of this Agreement within the time frame set forth in such Notice. 5. LIMITATION OF LIABILITY 5.1 Each Party's liability to the other Party for any loss, cost, claim, injury, liability, or expense, including reasonable attorney's fees, relating to or arising from any act or omission in its performance of this Agreement shall be limited to the amount of direct damage actually incurred. In no event shall either Party be liable to the other Party for any indirect, special, consequential, or punitive damages of any kind whatsoever. 5.2 SCE shall not be liable to Customer in any manner, whether in tort or contract or under any other theory, for loss or damages of any kind sustained by Customer resulting from termination of the Generation Interconnection and Operating Arrangements between Producer and SCE, provided such termination is consistent with the terms of the Generation Interconnection and Operating Arrangements. 6. NOTICES 6.1 Any written notice, demand, or request required or authorized in connection with this Agreement("Notice") shall be deemed properly given if delivered in person or sent by first class mail, postage prepaid, to the person specified below: If to SCE: Southern California Edison Company Attention: Director, QF Resources 2244 Walnut Grove Avenue P.O. Box 800 Rosemead, CA 91770 Phone: (626) 302-1212 FAX: (626) 302-9622 If to Customer: HOST CUSOTMER Attention: HOST CUSTOMER SIGNATORY AUTHORITY Address: XXXX City: XXXX Phone: XXXX FAX: XXXX 6.2 A Party may change its address for Notices at any time by providing the other Party Notice of the change in accordance with Section 6.1. 6.3 The Parties may also designate operating representatives to conduct the daily communications, which may be necessary or convenient for the administration of this Agreement. Such designations, including names, addresses, and phone numbers may be communicated or revised by one Party's Notice to the other. 7. RELEASE OF DATA Customer authorizes SCE to release to the California Energy Commission (CEC) and/or the California Public Utilities Commission (Commission) information regarding the Generating Facility, including Customer's name and location, and the size, location and operational characteristics of the Generating Facility, as may be requested from time to time pursuant to the CEC's or Commission's rules and regulations. 8. ASSIGNMENT 14-744 3 09/2012 CUSTOMER GENERATION AGREEMENT SOUTHERN CALIFORNIA EDISON HOST CUSTOMER G F I DXXXX Customer shall not voluntarily assign its rights nor delegate its duties under this Agreement without SCE's written consent. Any assignment or delegation Customer makes without SCE's written consent shall not be valid. SCE shall not unreasonably withhold its consent to Customer's assignment of this Agreement. 9. NON-WAIVER None of the provisions of this Agreement shall be considered waived by a Party unless such waiver is given in writing. The failure of a Party to insist in any one or more instances upon strict performance of any of the provisions of this Agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights for the future, but the same shall continue and remain in full force and effect. 10. GOVERNING LAW, JURISDICTION OF COMMISSION, INCLUSION OF SCE's TARIFFS, DEFINED TERMS 10.1 This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California without giving effect to choice of law provisions that might apply to the law of a different jurisdiction. 10.2 This Agreement shall, at all times, be subject to such changes or modifications by the Commission as it may from time to time direct in the exercise of its jurisdiction. 10.3 The interconnection and services provided under this Agreement shall at all times be subject to the terms and conditions set forth in the tariffs applicable to the electric service provided by SCE. Copies of such tariffs are available at SCE's Internet site: www.sce.com or by request to SCE and are incorporated into this Agreement by this reference. 10.4 Notwithstanding any other provisions of this Agreement, SCE shall have the right to unilaterally file with the Commission, pursuant to the Commission's rules and regulations, an application for change in tariffs, rates, charges, classification, service, or any agreement relating thereto. 10.5 When initially capitalized, whether in the singular or in the plural, the terms used herein shall have the meanings assigned to them either in this Agreement or in SCE's Rule 1 or Rule 21, Section C. If any term is defined in both Rule 1 and Rule 21, the definition in Rule 21 shall prevail. 11. AMENDMENTS AND MODIFICATION This Agreement can only be amended or modified by a written agreement signed by both Parties. SCE shall determine in its sole discretion whether prior commission approval is required for such amendments or modifications. 14-744 4 09/2012 CUSTOMER GENERATION AGREEMENT SOUTHERN CALIFORNIA EDISON HOST CUSTOMER G F I DXXXX 12. ENTIRE AGREEMENT This Agreement, and the Generation Interconnection and Operating Arrangements, including any incorporated tariffs, contain the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation, warranty, agreement or other statement not set forth in this Agreement, the Generation Interconnection and Operating Arrangements, or in the incorporated tariffs. 13. SIGNATURES IN WITNESS WHEREOF, the Parties hereto have caused two originals of this Agreement to be executed by their duly authorized representatives. This Agreement is effective as of the last date set forth below. HOST CUSTOMER SOUTHERN CALIFORNIA EDISON COMPANY By: XXXX By: Name: XXXX Name: Title: XXXX Title: Date: XXXX Date: 14-744 5 09/2012 CUSTOMER GENERATION AGREEMENT SOUTHERN CALIFORNIA EDISON HOST CUSTOMER G F I DXXXX APPENDIX A GENERATION INTERCONNECTION AND OPERATING ARRANGEMENTS BETWEEN PRODUCER AND SCE 14-744 6 09/2012 OPERATIONS COMMITTEE Meeting Date To Dir. 09/05/18 09/9/26/18 AGENDA REPORT Item Number Item Number iz Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126 GENERAL MANAGER'S RECOMMENDATION A. Receive and file Bid Tabulation and Recommendation for Helix Electric for Safety Improvements Program: Exit Signs, Exit Lights, Electrical Disconnects, and Gas Detection, Contract No. J-1261; B. Award a Construction Contract to Helix Electric for the Safety Improvements Program: Exit Signs, Exit Lights, Electrical Disconnects, and Gas Detection, Contract No. J-1261, for a total amount not to exceed $881,800, to address identified emergency lights and exit sign issues; and C. Approve a contingency of $88,180 (10%). BACKGROUND The Orange County Sanitation District (Sanitation District) owns and operates 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, the Sanitation District took interim measures to minimize life-safety risks. There was an approximately even distribution between issues that would be addressed using Sanitation District resources and those that would be addressed through the Capital Improvement Program, depending on the nature and complexity. Items that could not be assigned to existing projects have been assigned to the Safety Improvements Program, Project No. J-126. To resolve the deficiencies as quickly as possible, Safety Improvements Program, Project No. J-126, is being executed through multiple construction packages that can be completed in a 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. Page 1 of 3 RELEVANT STANDARDS • Provide a safe and collegial workplace PROBLEM Among the various Project No. J-126 deficiencies are approximately 140 emergency light and exit sign improvements at Plant Nos. 1 and 2. PROPOSED SOLUTION Award Construction Contract No. J-1261. 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 and certain facilities will continue to not comply with code requirements. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The Sanitation District advertised Contract No. J-1261 for bid on July 9, 2018 and three sealed bids were received on August 21 , 2018. A summary of the bid opening is as follows: Engineer's Estimate $ 1 ,169,208 Bidder Amount of Bid Helix Electric $ 881,800 AECOM Energy & Construction, Inc. $ 1,324,778 Amtek Construction $ 1,333,333 The bids were evaluated in accordance with the Sanitation District's policies and procedures. A notice was sent to all bidders on August 28, 2018 informing them of the intent of Sanitation District staff to recommend awarding a construction contract to the lowest responsive bidder, Helix Electric, for Safety Improvements Program: Exit Signs, Exit Lights, Electrical Disconnects, and Gas Detection, Contract No. J-1261, for a total amount not to exceed $881 ,800. Page 2 of 3 CEQA A CEQA Notice of Exemption for this project was filed on August 14, 2015. The project is exempt from CEQA pursuant to CEQA's Class 1 Exemption for Existing Facilities (section 15301). The exemption calls for minor alteration of existing public or private structures, facilities, mechanical equipment, involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination. This project calls for safety related modifications of existing facilities which will have no impact to existing capacity. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (FY2018-19 and 2019-20, Section 8, Page 41, Project No. J-126), and the budget is sufficient for the recommended action. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Construction Contract TG:dm:gc Page 3 of 3 PART A CONTRACT AGREEMENT C-CA-011317 TABLE OF CONTENTS CONTRACT AGREEMENT SECTION - 1 GENERAL CONDITIONS..................................................................1 SECTION - 2 MATERIALS AND LABOR.................................................................4 SECTION - 3 PROJECT..........................................................................................4 SECTION -4 PLANS AND SPECIFICATONS ........................................................5 SECTION - 5 TIME OF COMMENCEMENT AND COMPLETION ..........................5 SECTION - 6 TIME IS OF THE ESSENCE .............................................................5 SECTION - 7 EXCUSABLE DELAYS......................................................................6 SECTION - 8 EXTRA WORK...................................................................................6 SECTION - 9 CHANGES IN PROJECT...................................................................7 SECTION - 10 LIQUIDATED DAMAGES FOR DELAY.............................................7 SECTION - 11 CONTRACT PRICE AND METHOD OF PAYMENT .........................7 SECTION - 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS ..............................................................................................9 SECTION - 13 COMPLETION...................................................................................9 SECTION - 14 CONTRACTOR'S EMPLOYEES COMPENSATION....................... 10 SECTION - 15 SURETY BONDS ............................................................................ 12 SECTION - 16 INSURANCE.................................................................................... 13 SECTION - 17 RISK AND INDEMNIFICATION.......................................................21 SECTION - 18 TERMINATION................................................................................21 SECTION - 19 WARRANTY....................................................................................21 SECTION - 20 ASSIGNMENT.................................................................................22 SECTION - 21 RESOLUTION OF DISPUTES ........................................................22 SECTION - 22 SAFETY & HEALTH ........................................................................23 SECTION - 23 NOTICES.........................................................................................23 C-CA-011317 CONTRACT AGREEMENT ORANGE COUNTY SANITATION DISTRICT CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM THIS AGREEMENT is made and entered into, to be effective, this September 26, 2018, by and between Helix Electric, Inc., hereinafter referred to as "CONTRACTOR" and the Orange County Sanitation District, hereinafter referred to as "OCSD". WITNESSETH That for and in consideration of the promises and agreements hereinafter made and exchanged, OCSD and CONTRACTOR agree as follows: SECTION — 1 GENERAL CONDITIONS CONTRACTOR certifies and agrees that all the terms, conditions and obligations of the Contract Documents as hereinafter defined, the location of the job site, and the conditions under which the Work is to be performed have been thoroughly reviewed, and enters into this Contract based upon CONTRACTOR's investigation of all such matters and is in no way relying upon any opinions or representations of OCSD. It is agreed that this Contract represents the entire agreement. It is further agreed that the Contract Documents are each incorporated into this Contract by reference, with the same force and effect as if the same were set forth at length herein, and that CONTRACTOR and its Subcontractors, if any, will be and are bound by any and all of said Contract Documents insofar as they relate in any part or in any way, directly or indirectly, to the Work covered by this Contract. A. Contract Documents Order of Precedence "Contract Documents" refers to those documents identified in the definition of"Contract Documents" in the General Conditions— Definitions. CONFORMED C-CA-011317 CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 1 of 24 1. In the event of a conflict between one Contract Document and any of the other Contract Documents, the provisions in the document highest in precedence shall be controlling. The order of precedence of the Contract Documents is as follows: a. Supplemental Agreements—the last in time being the first in precedence b. Addenda issued prior to opening of Bids —the last in time being the first in precedence c. Contract Agreement d. Permits and other regulatory requirements e. Special Provisions f. General Conditions (GC) g. Notice Inviting Bids and Instruction to Bidders h. Geotechnical Baseline Report (GBR), if attached as a Contract Document i. Plans and Specifications — in these documents the order of precedence shall be: i. Specifications (Divisions 01-17) ii. Plans iii. General Requirements (GR) iv. Standard Drawings and Typical Details j. CONTRACTOR's Bid 2. In the event of a conflict between terms within an individual Contract Document, the conflict shall be resolved by applying the following principles as appears applicable: a. Figured dimensions on the Contract Documents shall govern. Dimensions not specified shall be as directed by the ENGINEER. Details not shown or specified shall be the same as similar parts that are shown or specified, or as directed. Full-size details shall take precedence over scale Drawings as to C-CA-011317 CONFORMED CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 2 of 24 shape and details of construction. Specifications shall govern as to material and workmanship. b. The Contract Documents calling for the higher quality material or workmanship shall prevail. Materials or Work described in words, which so applied, have a well known technical or trade meaning shall be deemed to refer to such recognized standards. In the event of any discrepancy between any Drawings and the figures thereon, the figures shall be taken as correct. C. Scale Drawings, full-size details, and Specifications are intended to be fully complementary and to agree. Should any discrepancy between Contract Documents come to the CONTRACTOR's attention, or should an error occur in the efforts of others, which affect the Work, the CONTRACTOR shall notify the ENGINEER, in writing, at once. In the event any doubts or questions arise with respect to the true meaning of the Contract Documents, reference shall be made to the ENGINEER whose written decision shall be final. If the CONTRACTOR proceeds with the Work affected without written instructions from the ENGINEER, the CONTRACTOR shall be fully responsible for any resultant damage or defect. d. Anything mentioned in the Specifications and not indicated in the Plans, or indicated in the Plans and not mentioned in the Specifications, shall be of like effect as if indicated and mentioned in both. In case of discrepancy in the Plans or Specifications, the matter shall be immediately submitted to OCSD's ENGINEER, without whose decision CONTRACTOR shall not adjust said discrepancy save only at CONTRACTOR's own risk and expense. The decision of the ENGINEER shall be final. CONFORMED C-CA-011317 CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 3 of 24 In all matters relating to the acceptability of material, machinery or plant equipment; classifications of material or Work; the proper execution, progress or sequence of the Work; and quantities interpretation of the Contract Documents, the decision of the ENGINEER shall be final and binding, and shall be a condition precedent to any payment under the Contract, unless otherwise ordered by the Board of Directors. B. Definitions Capitalized terms used in this Contract are defined in the General Conditions, Definitions. Additional terms may be defined in the Special Provisions. SECTION — 2 MATERIALS AND LABOR CONTRACTOR shall furnish, under the conditions expressed in the Plans and Specifications, at CONTRACTOR's own expense, all labor and materials necessary, except such as are mentioned in the Specifications to be furnished by OCSD, to construct and complete the Project, in good workmanlike and substantial order. If CONTRACTOR fails to pay for labor or materials when due, OCSD may settle such claims by making demand upon the Surety to this Contract. In the event of the failure or refusal of the Surety to satisfy said claims, OCSD may settle them directly and deduct the amount of payments from the Contract Price and any amounts due to CONTRACTOR. In the event OCSD receives a stop payment notice from any laborer or material supplier alleging non-payment by CONTRACTOR, OCSD shall be entitled to deduct all of its costs and expenses incurred relating thereto, including but not limited to administrative and legal fees. SECTION — 3 PROJECT The Project is described as: CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM C-CA-011317 CONFORMED CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 4 of 24 SECTION —4 PLANS AND SPECIFICATONS The Work to be done is shown in a set of Plans and Specifications entitled: CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Said Plans and Specifications and any revision, amendments and addenda thereto are attached hereto and incorporated herein as part of this Contract and referred to by reference. SECTION — 5 TIME OF COMMENCEMENT AND COMPLETION CONTRACTOR agrees to commence the Project within fifteen (15) Days from the date set forth in the "Notice to Proceed" sent by OCSD, unless otherwise specified therein and shall diligently prosecute the Work to completion within three hundred sixty-five (365) Days from the effective date of the "Notice to Proceed" issued by OCSD, excluding delays caused or authorized by OCSD as set forth in Sections 7, 8, and 9 hereof, and applicable provisions in the General Conditions. The time for completion includes ten (10) Days determined by OCSD likely to be inclement weather when CONTRACTOR will be unable to work. SECTION — 6 TIME IS OF THE ESSENCE Time is of the essence of this Contract. As required by the Contract Documents, CONTRACTOR shall prepare and obtain approval of all shop drawings, details and samples, and do all other things necessary and incidental to the prosecution of CONTRACTOR's Work in conformance with an approved construction progress schedule. CONTRACTOR shall coordinate the Work covered by this Contract with that of all other contractors, subcontractors and of OCSD, in a manner that will facilitate the efficient completion of the entire Work and accomplish the required milestone(s), if any, by the applicable deadline(s) in accordance with Section 5 herein. OCSD shall have the right to assert complete control of the premises on which the Work is to be performed and shall have the right to decide the time or order in which the various portions of the Work shall be installed or the priority of the Work of Subcontractors, CONFORMED C-CA-011317 CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 5 of 24 and, in general, all matters representing the timely and orderly conduct of the Work of CONTRACTOR on the premises. SECTION — 7 EXCUSABLE DELAYS CONTRACTOR shall only be excused for any delay in the prosecution or completion of the Work as specifically provided in General Conditions, "Extensions for Delay", and the General Requirements, "By CONTRACTOR or Others — Unknown Utilities during Contract Work". Extensions of time and extra compensation arising from such excusable delays will be determined in accordance with the General Conditions, "Extension of Time for Delay" and "Contract Price Adjustments and Payments", and extensions of time and extra compensation as a result of incurring undisclosed utilities will be determined in accordance with General Requirements, "By CONTRACTOR or Others — Unknown Utilities during Contract Work". OCSD's decision will be conclusive on all parties to this Contract. SECTION — 8 EXTRA WORK The Contract Price as set forth in Section 11, includes compensation for all Work performed by CONTRACTOR, unless CONTRACTOR obtains a Change Order signed by a designated representative of OCSD specifying the exact nature of the Extra Work and the amount of extra compensation to be paid all as more particularly set forth in Section 9 hereof and the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)", "OWNER Initiated Changes", and "Contract Price Adjustments and Payments". In the event a Change Order is issued by OCSD pursuant to the Contract Documents, OCSD shall extend the time fixed in Section 5 for completion of the Work by the number of days, if any, reasonably required for CONTRACTOR to perform the Extra Work, as determined by the ENGINEER. The decision of the ENGINEER shall be final. C-CA-011317 CONFORMED CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 6 of 24 SECTION — 9 CHANGES IN PROJECT OCSD may at any time, without notice to any Surety, by Change Order, make any changes in the Work within the general scope of the Contract Documents, including but not limited to changes: 1. In the Specifications (including Drawings and designs); 2. In the time, method or manner of performance of the Work; 3. In OCSD-furnished facilities, equipment, materials, services or site; or 4. Directing acceleration in the performance of the Work. No change of period of performance or Contract Price, or any other change in the Contract Documents, shall be binding until the Contract is modified by a fully executed Change Order. All Change Orders shall be issued in accordance with the requirements set forth in the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and "OWNER Initiated Changes". SECTION — 10 LIQUIDATED DAMAGES FOR DELAY Liquidated Damages shall be payable in the amounts and upon the occurrence of such events or failure to meet such requirements or deadlines as provided in the Special Provisions, "Liquidated Damages." SECTION — 11 CONTRACT PRICE AND METHOD OF PAYMENT A. OCSD agrees to pay and the CONTRACTOR agrees to accept as full consideration for the faithful performance of this Contract, subject to any additions or deductions as provided in approved Change Orders, the sum of Eight Hundred Eighty-One Thousand Eight Hundred Dollars ($881,800) as itemized on the Attached Exhibit "A". Upon satisfaction of the conditions precedent to payment set forth in the General Requirements, Additional General Requirements and General Conditions (including but CONFORMED C-CA-011317 CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 7 of 24 not limited to Sections entitled "Mobilization Payment Requirements" and "Payment Itemized Breakdown of Contract Lump Sum Prices"), there shall be paid to the CONTRACTOR an initial Net Progress Payment for mobilization. OCSD shall issue at the commencement of the Work a schedule which shows: 1. A minimum of one (1) payment to be made to the CONTRACTOR for each successive four-week period as the Work progresses, and 2. The due dates for the CONTRACTOR to submit requests for payment to meet the payment schedule. After the initial Net Progress Payment, and provided the CONTRACTOR submits the request for payment prior to the end of the day required to meet the payment schedule, the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly payment date set forth in the schedule. Payments shall be made on demands drawn in the manner required by law, accompanied by a certificate signed by the ENGINEER, stating that the Work for which payment is demanded has been performed in accordance with the terms of the Contract Documents, and that the amount stated in the certificate is due under the terms of the Contract. Payment applications shall also be accompanied with all documentation, records, and releases as required by the Contract, Exhibit A, Schedule of Prices, and General Conditions, "Payment for Work— General". The Total amount of Progress Payments shall not exceed the actual value of the Work completed as certified by the ENGINEER. The processing of payments shall not be considered as an acceptance of any part of the Work. B. As used in this Section, the following defined terms shall have the following meanings: C-CA-011317 CONFORMED CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 8 of 24 1. "Net Progress Payment" means a sum equal to the Progress Payment less the Retention Amount and other qualified deductions (Liquidated Damages, stop payment notices, etc.). 2. "Progress Payment" means a sum equal to: a. the value of the actual Work completed since the commencement of the Work as determined by OCSD; b. plus the value of material suitably stored at the worksite, treatment plant or approved storage yards subject to or under the control of OCSD since the commencement of the Work as determined by OCSD; C. less all previous Net Progress Payments; d. less all amounts of previously qualified deductions; e. less all amounts previously retained as Retention Amounts. 3. "Retention Amount" for each Progress Payment means the percentage of each Progress Payment to be retained by OCSD to assure satisfactory completion of the Contract. The amount to be retained from each Progress Payment shall be determined as provided in the General Conditions—"Retained Funds; Substitution of Securities." SECTION — 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS Pursuant to Public Contract Code Section 22300 et seq., the CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions — "Retained Funds; Substitution of Securities." SECTION — 13 COMPLETION Final Completion and Final Acceptance shall occur at the time and in the manner specified in the General Conditions, "Final Acceptance and Final Completion", "Final Payment" and Exhibit A- Schedule of Prices. CONFORMED C-CA-011317 CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 9 of 24 Upon receipt of all documentation, records, and releases as required by the Contract from the CONTRACTOR, OCSD shall proceed with the Final Acceptance as specified in General Conditions. SECTION — 14 CONTRACTOR'S EMPLOYEES COMPENSATION A. Davis-Bacon Act: CONTRACTOR will pay and will require all Subcontractors to pay all employees on said Project a salary or wage at least equal to the prevailing rate of per diem wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Act shall apply only if the Contract is in excess of two thousand dollars ($2,000.00) and when twenty-five percent (25%) or more of the Contract is funded by federal assistance. If the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with are incorporated herein as a part of this Contract and referred to by reference. B. General Prevailing Rate: OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime Work in the locality in which the Work is to be performed for each craft or type of Work needed to execute this Contract, and copies of the same are on file in the Engineering Department. The CONTRACTOR agrees that not less than said prevailing rates shall be paid to workers employed on this public works Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. C-CA-011317 CONFORMED CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 10 of 24 C. Forfeiture for Violation: CONTRACTOR shall, as a penalty to OCSD, forfeit two thousand dollars ($200.00)for each calendar day or portion thereof for each worker paid (either by the CONTRACTOR or any Subcontractor under it) less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the Work provided for in this Contract, all in accordance with Section 1775 of the Labor Code of the State of California. D. Apprentices: Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the CONTRACTOR shall comply therewith if the prime contract involves thirty thousand dollars ($30,000.00) or more. E. Workday: In the performance of this Contract, not more than eight (8) hours shall constitute a day's work, and the CONTRACTOR shall not require more than eight (8) hours of labor in a day from any person employed by it hereunder except as provided in paragraph (B) above. CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 et seg.) of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of twenty-five dollars ($25.00) for each worker employed in the execution of this Contract by CONTRACTOR or any Subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one (1) calendar day and forty (40) hours in any one (1) week in violation of said Article. CONTRACTOR shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by CONTRACTOR in connection with the Project. CONFORMED C-CA-011317 CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 11 of 24 F. Registration; Record of Wages; Inspection: CONTRACTOR 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 by the California Department of Industrial Relations. CONTRACTOR shall maintain accurate payroll records 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. CONTRACTOR shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). SECTION — 15 SURETY BONDS CONTRACTOR shall, before entering upon the performance of this Contract, furnish Bonds approved by OCSD's General Counsel — one in the amount of one hundred percent (100%) of the Contract amount, to guarantee the faithful performance of the Work, and the other in the amount of one hundred percent (100%) of the Contract amount to guarantee payment of all claims for labor and materials furnished. As changes to the Contract occur via approved Change Orders, the CONTRACTOR shall assure that the amounts of the Bonds are adjusted to maintain one hundred percent (100%) of the Contract Price. This Contract shall not become effective until such Bonds are supplied to and approved by OCSD. Bonds must be issued by a Surety authorized by the State Insurance Commissioner to do business in California. The Performance Bond shall remain in full force and effect through the warranty period, as specified in Section 19 below. All Bonds required to be submitted relating to this Contract must comply with California Code of Civil Procedure Section 995.630. Each Bond shall be executed in the name of the Surety insurer under penalty of perjury, or the fact of execution of each Bond shall be duly acknowledged before an officer authorized to take and certify acknowledgments, and either one of the following conditions shall be satisfied: C-CA-011317 CONFORMED CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 12 of 24 A. A copy of the transcript or record of the unrevoked appointment, power of attorney, by- laws, or other instrument, duly certified by the proper authority and attested by the seal of the insurer entitling or authorizing the person who executed the Bond to do so for and on behalf of the insurer, is on file in the Office of the County Clerk of the County of Orange; or B. A copy of a valid power of attorney is attached to the Bond. SECTION — 16 INSURANCE CONTRACTOR shall purchase and maintain, for the duration of the Contract, insurance against claims for injuries to persons, or damages to property which may arise from or in connection with the performance of the Work hereunder, and the results of that Work by CONTRACTOR, its agents, representatives, employees, or Subcontractors, in amounts equal to the requirements set forth below. CONTRACTOR shall not commence Work under this Contract until all insurance required under this Section is obtained in a form acceptable to OCSD, nor shall CONTRACTOR allow any Subcontractor to commence Work on a subcontract until all insurance required of the Subcontractor has been obtained. CONTRACTOR shall maintain all of the foregoing insurance coverages in force through the point at which the Work under this Contract is fully completed and accepted by OCSD pursuant to the provisions of the General Conditions, "Final Acceptance and Final Completion". Furthermore, CONTRACTOR shall maintain all of the foregoing insurance coverages in full force and effect throughout the warranty period, commencing on the date of Final Acceptance. The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of OCSD by CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for and maintain in full force and effect during the life of this Contract, inclusive of all changes to the Contract Documents made in accordance with the provisions of the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and/or"OWNER Initiated CONFORMED C-CA-011317 CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 13 of 24 Changes", the following insurance in amounts not less than the amounts specified. OCSD reserves the right to amend the required limits of insurance commensurate with the CONTRACTOR's risk at any time during the course of the Project. No vehicles may enter OCSD premises/worksite without possessing the required insurance coverage. CONTRACTOR's insurance shall also comply with all insurance requirements prescribed by agencies from whom permits shall be obtained for the Work and any other third parties from whom third party agreements are necessary to perform the Work (collectively, the "Third Parties"), The Special Provisions may list such requirements and sample forms and requirements from such Third Parties may be included in an attachment to the General Requirements. CONTRACTOR bears the responsibility to discover and comply with all requirements of Third Parties, including meeting specific insurance requirements, that are necessary for the complete performance of the Work. To the extent there is a conflict between the Third Parties' insurance requirements and those set forth by OCSD herein, the requirement(s) providing the more protective coverage for both OSCD and the Third Parties shall control and be purchased and maintained by CONTRACTOR. A. Limits of Insurance 1. General Liability: Three Million Dollars ($3,000,000) per occurrence and a general aggregate limit of Three Million Dollars ($3,000,000) for bodily injury, personal injury and property damage. Coverage shall include each of the following: a. Premises-Operations. b. Products and Completed Operations, with limits of at least Three Million Dollars ($3,000,000) per occurrence and a general aggregate limit of Three Million Dollars ($3,000,000) which shall be in effect at all times during the warranty period set forth in the Warranty section herein, and as set forth in the General Conditions, "Warranty (CONTRACTOR's Guarantee)", plus any C-CA-011317 CONFORMED CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 14 of 24 additional extension or continuation of time to said warranty period that may be required or authorized by said provisions. C. Broad Form Property Damage, expressly including damage arising out of explosion, collapse, or underground damage. d. Contractual Liability, expressly including the indemnity provisions assumed under this Contract. e. Separation of Insured Clause, providing that coverage applies separately to each insured, except with respect to the limits of liability. f. Independent CONTRACTOR's Liability. To the extent first dollar coverage, including defense of any claim, is not available to OCSD or any other additional insured because of any SIR, deductible, or any other form of self insurance, CONTRACTOR is obligated to assume responsibility of insurer until the deductible, SIR or other condition of insurer assuming its defense and/or indemnity has been satisfied. CONTRACTOR shall be responsible to pay any deductible or SIR. g. If a crane will be used, the General Liability insurance will be endorsed to add Riggers Liability coverage or its equivalent to cover the usage of the crane and exposures with regard to the crane operators, riggers and others involved in using the crane. h. If divers will be used, the General Liability insurance will be endorsed to cover marine liability or its equivalent to cover the usage of divers. 2. Automobile Liability: The CONTRACTOR shall maintain a policy of Automobile 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: CONFORMED C-CA-011317 CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 15 of 24 Either (1) a combined single limit of Two Million Dollars ($2,000,000) and a general aggregate limit of Two Million Dollars ($2,000,000) for bodily injury, personal injury and property damage; Or alternatively, (2) Two Million Dollars ($2,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. 3. Umbrella Excess Liability: The minimum limits of general liability and automobile liability insurance required, as set forth above, shall be provided for either in a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. 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 automobile liability. 4. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONTRACTOR in the amount of One Million Dollars ($1,000,000) in a form acceptable by OCSD. 5. Worker's Compensation/Employer's Liability: CONTRACTOR shall provide such Worker's Compensation Insurance as required by the Labor Code of the State of California, including employer's liability with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage with regard to Jones Act claims. Where permitted by law, CONTRACTOR hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OCSD, its or their officers, agents, or employees, and any other contractor or subcontractor performing Work or rendering services on behalf of OCSD in connection with the C-CA-011317 CONFORMED CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 16 of 24 planning, development and construction of the Project. In all its insurance coverages related to the Work, CONTRACTOR shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OCSD, its or their officers, agents, or employees, or any other contractor or subcontractor performing Work or rendering services at the Project. Where permitted by law, CONTRACTOR shall require similar written express waivers and insurance clauses from each of its Subcontractors of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged. 6. Limits are Minimums: If CONTRACTOR maintains higher limits than the minimums shown in this Section, OCSD requires and shall be entitled to coverage for the higher limits maintained by the CONTRACTOR. B. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by OCSD. At the option of OCSD, either: the Insurer shall reduce or eliminate such deductibles or self- insured retentions as respects OCSD, its Directors, officers, agents, CONSULTANTS, and employees; or CONTRACTOR shall provide a financial guarantee satisfactory to OCSD guaranteeing payment of losses and related investigations, claim administration, and defense expenses. C. Other Insurance Provisions 1. Each such policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to contain, the following provisions: CONFORMED C-CA-011317 CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 17 of 24 a. OCSD, its Directors, officers, agents, CONSULTANTS, and employees, and all public agencies from whom permits will be obtained, and their Directors, officers, agents, and employees are hereby declared to be additional insureds under the terms of this policy, but only with respect to the operations of CONTRACTOR at or from any of the sites of OCSD in connection with this Contract, or acts and omissions of the additional insured in connection with its general supervision or inspection of said operations related to this Contract. b. Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by OCSD shall be excess only and not contributing with insurance provided under this policy. 2. 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 by certified mail, return receipt requested, and that coverage shall not be cancelled for non-payment of premium except after ten (10) days prior written notice by certified mail, return receipt requested. Should there be changes in coverage or an increase in deductible or SIR amounts, CONTRACTOR undertakes to procure a manuscript endorsement from its insurer giving thirty (30) days prior notice of such an event to OCSD, or to have its insurance broker/agent send to OCSD a certified letter describing the changes in coverage and any increase in deductible or SIR amounts. The certified letter must be sent Attention: Risk Management and shall be received not less than twenty (20) days prior to the effective date of the change(s). The letter must be signed by a Director or Officer of the broker/agent and must be on company letterhead, and may be sent via e-mail in pdf format. C-CA-011317 CONFORMED CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 18 of 24 3. Coverage shall not extend to any indemnity coverage for the active negligence of any additional insured in any case where an agreement to indemnify the additional insured would be invalid under California Civil Code Section 2782(b). 4. If required by a public agency from whom permit(s) will be obtained, each policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to specify by name the public agency and its legislative members, officers, agents, CONSULTANTS, and employees, to be additional insureds. D. Acceptability of Insurers Insurers must have an "A2, or better, Policyholder's Rating, and a Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best Rating Guide. OCSD recognizes that State Compensation Insurance Fund has withdrawn from participation in the A.M. Best Rating Guide process. Nevertheless, OCSD will accept State Compensation Insurance Fund for the required policy of worker's compensation insurance, subject to OCSD's option, at any time during the term of this Contract, to require a change in insurer upon twenty (20) days written notice. Further, OCSD will require CONTRACTOR to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONTRACTOR by OCSD or its agent. E. Verification of Coverage CONTRACTOR shall furnish OCSD with original certificates and mandatory endorsements affecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by OCSD before Work commences. OCSD reserves the right to require complete, certified copies of all required insurance policies, including endorsements, affecting the coverage required by these Specifications at any time. CONFORMED C-CA-011317 CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 19 of 24 F. Subcontractors CONTRACTOR shall be responsible to establish insurance requirements for any Subcontractors hired by CONTRACTOR. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subcontractor's operations and work. OCSD and any public agency issuing permits for the Project must be named as "Additional Insured" on any General Liability or Automobile Liability policy obtained by a Subcontractor. The CONTRACTOR must obtain copies and maintain current versions of all Subcontractors' policies, Certificate of Liability and mandatory endorsements effecting coverage. Upon request, CONTRACTOR must furnish OCSD with the above referenced required documents. G. Required Forms and Endorsements 1. Required ACORD Form a. Certificate of Liability Form 25 2. Required Insurance Services Office, Inc. Endorsements (when alternative forms are shown, they are listed in order of preference) In the event any of the following forms are cancelled by Insurance Services Office, Inc. (ISO), or are updated, the ISO replacement form or equivalent must be supplied. a. Commercial General Liability Form CG-0001 10 01 b. Additional Insured Including Form CG-2010 10 01 and Products-Completed Operations Form CG-2037 10 01 C. Waiver of Transfer of Rights of Form CG-2404 11 85; or Recovery Against Others to Us/ Form CG-2404 10 93 Waiver of Subrogation 3. Required State Compensation Insurance Fund Endorsements a. Waiver of Subrogation Endorsement No. 2570 b. Cancellation Notice Endorsement No. 2065 C-CA-011317 CONFORMED CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 20 of 24 4. Additional Required Endorsements a. Notice of Policy Termination Manuscript Endorsement SECTION — 17 RISK AND INDEMNIFICATION All Work covered by this Contract done at the site of construction or in preparing or delivering materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR shall save, indemnify, defend, and keep OCSD and others harmless as more specifically set forth in General Conditions, "General Indemnification". SECTION — 18 TERMINATION This Contract may be terminated in whole or in part in writing by OCSD in the event of substantial failure by the CONTRACTOR to fulfill its obligations under this Agreement, or it may be terminated by OCSD for its convenience provided that such termination is effectuated in a manner and upon such conditions set forth more particularly in General Conditions, "Termination for Default" and/or "Termination for Convenience", provided that no termination may be effected unless proper notice is provided to CONTRACTOR at the time and in the manner provided in said General Conditions. If termination for default or convenience is effected by OCSD, an equitable adjustment in the price provided for in this Contract shall be made at the time and in the manner provided in the General Conditions, "Termination for Default" and "Termination for Convenience". SECTION — 19 WARRANTY The CONTRACTOR agrees to perform all Work under this Contract in accordance with the Contract Documents, including OCSD's designs, Drawings and Specifications. The CONTRACTOR guarantees for a period of at least one (1) year from the date of Final Acceptance of the Work, pursuant to the General Conditions, "Final Acceptance and Final CONFORMED C-CA-011317 CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 21 of 24 Completion" that the completed Work is free from all defects due to faulty materials, equipment or workmanship and that it shall promptly make whatever adjustments or corrections which may be necessary to cure any defects, including repairs of any damage to other parts of the system resulting from such defects. OCSD shall promptly give notice to the CONTRACTOR of observed defects. In the event that the CONTRACTOR fails to make adjustments, repairs, corrections or other work made necessary by such defects, OCSD may do so and charge the CONTRACTOR the cost incurred. The CONTRACTOR's warranty shall continue as to any corrected deficiency until the later of(1) the remainder of the original one-year warranty period; or (2) one year after acceptance by OCSD of the corrected Work. The Performance Bond and the Payment Bond shall remain in full force and effect through the guarantee period. The CONTRACTOR's obligations under this clause are in addition to the CONTRACTOR's other express or implied assurances under this Contract, including but not limited to specific manufacturer or other extended warranties specified in the Plans and Specifications, or state law and in no way diminish any other rights that OCSD may have against the CONTRACTOR for faulty materials, equipment or Work. SECTION — 20 ASSIGNMENT No assignment by the CONTRACTOR of this Contract or any part hereof, or of funds to be received hereunder, will be recognized by OCSD unless such assignment has had prior written approval and consent of OCSD and the Surety. SECTION — 21 RESOLUTION OF DISPUTES OCSD and the CONTRACTOR shall comply with the provisions of California Public Contract Code Section 20104 et. seq., regarding resolution of construction claims for any Claims which arise between the CONTRACTOR and OCSD, as well as all applicable dispute and Claims provisions as set forth in the General Conditions and as otherwise required by law. C-CA-011317 CONFORMED CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 22 of 24 SECTION — 22 SAFETY & HEALTH CONTRACTOR shall comply with all applicable safety and health requirements mandated by Federal, State, City, and/or public agency codes, permits, ordinances, regulations, and laws, as well as these Contract Documents, including but not limited to the General Requirements, Section entitled "Safety" and Exhibit B OCSD Safety Standards. SECTION — 23 NOTICES Any notice required or permitted under this Contract may be given by ordinary mail at the address set forth below. Any party whose address changes shall notify the other party in writing. TO OCSD: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Clerk of the Board Copy to: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Construction Manager Bradley R. Hogin, Esquire Woodruff, Spradlin & Smart 555 Anton Boulevard, Suite 1200 Costa Mesa, California 92626 TO CONTRACTOR: Helix Electric, Inc. 6795 Flanders Drive San Diego, CA 92121 Copy to: Raffi Oghassabian, Vice President of Estimating Helix Electric, Inc. 6795 Flanders Drive San Diego, CA 92121 CONFORMED C-CA-011317 CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 23 of 24 IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the date first hereinabove written. CONTRACTOR: Helix Electric, Inc. 6795 Flanders Drive San Diego, CA 92121 By Printed Name Its CONTRACTOR's State License No. 483309 (Expiration Date — 11/11/2019) OCSD: Orange County Sanitation District By Gregory C. Sebourn, PLS Chair, Board of Directors By Kelly A. Lore Clerk of the Board By Marc Dubois Contracts, Purchasing and Materials Management Manager C-CA-011317 CONFORMED CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 24 of 24 EXHIBIT A SCHEDULE OF PRICES C-EXA-080414 TABLE OF CONTENTS EXHIBIT A SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION............................................................................. 1 EXA-2 PROGRESS PAYMENTS ..................................................................................1 EXA-3 RETENTION AND ESCROW ACCOUNTS........................................................1 EXA-4 STOP PAYMENT NOTICE.................................................................................3 EXA-5 PAYMENT TO SUBCONTRACTORS................................................................3 EXA-6 PAYMENT OF TAXES .......................................................................................3 EXA-7 FINAL PAYMENT...............................................................................................4 EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT ...5 ATTACHMENT 1 - CERTIFICATION FOR REQUEST FOR PAYMENT.........................7 ATTACHMENT 2 - SCHEDULE OF PRICES...................................................................8 C-EXA-080414 EXHIBIT SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION CONTRACTOR will be paid the Contract Price according to the Schedule of Prices, and all other applicable terms and conditions of the Contract Documents. EXA-2 PROGRESS PAYMENTS Progress payments will be made in accordance with all applicable terms and conditions of the Contract Documents, including, but not limited to: 1. Contract Agreement— Section 11 — "Contract Price and Method of Payment;" 2. General Conditions — "Payment— General"; 3. General Conditions—"Payment—Applications for Payment"; 4. General Conditions — "Payment— Mobilization Payment Requirements;" 5. General Conditions — "Payment— Itemized Breakdown of Contract Lump Sum Prices"; 6. General Conditions — "Contract Price Adjustments and Payments"; 7. General Conditions— "Suspension of Payments"; 8. General Conditions — "OCSD's Right to Withhold Certain Amounts and Make Application Thereof"; and 9. General Conditions — "Final Payment." EXA-3 RETENTION AND ESCROW ACCOUNTS A. Retention: OCSD shall retain a percentage of each progress payment to assure satisfactory completion of the Work. The amount to be retained from each progress payment shall be determined as provided in General Conditions— "Retained Funds; Substitution of Securities". In all contracts between CONTRACTOR and its Subcontractors and/or Suppliers, the retention may not exceed the percentage specified in the Contract Documents. CONFORMED C-EXA-080414 CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 1 of 8 B. Substitution of Securities: CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." Payment of Escrow Agent: In lieu of substitution of securities as provided above, the CONTRACTOR may request and OCSD shall make payment of retention earned directly to the escrow agent at the expense of the CONTRACTOR. At the expense of the CONTRACTOR, the CONTRACTOR may direct the investment of the payments into securities consistent with Government Code §16430 and the CONTRACTOR shall receive the interest earned on the investments upon the same terms provided for in this article for securities deposited by the CONTRACTOR. Upon satisfactory completion of the Contract, the CONTRACTOR shall receive from the escrow agent all securities, interest and payments received by the escrow agent from OCSD, pursuant to the terms of this article. The CONTRACTOR shall pay to each Subcontractor, not later than twenty (20) Days after receipt of the payment, the respective amount of interest earned, net of costs attributed to retention withheld from each Subcontractor, on the amount of retention withheld to ensure the performance of the Subcontractor. The escrow agreement used by the escrow agent pursuant to this article shall be substantially similar to the form set forth in §22300 of the California Public Contract Code. C. Release of Retention: Upon Final Acceptance of the Work, the CONTRACTOR shall submit an invoice for release of retention in accordance with the terms of the Contract. D. Additional Deductibles: In addition to the retentions described above, OCSD may deduct from each progress payment any or all of the following: 1. Liquidated Damages that have occurred as of the date of the application for progress payment; 2. Deductions from previous progress payments already paid, due to OCSD's discovery of deficiencies in the Work or non-compliance with the Specifications or any other requirement of the Contract; 3. Sums expended by OCSD in performing any of the CONTRACTOR's obligations under the Contract that the CONTRACTOR has failed to perform, and; 4. Other sums that OCSD is entitled to recover from the CONTRACTOR under the terms of the Contract, including without limitation insurance deductibles and assessments. C-EXA-080414 CONFORMED CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 2 of 8 The failure of OCSD to deduct any of the above-identified sums from a progress payment shall not constitute a waiver of OCSD's right to such sums or to deduct them from a later progress payment. EXA-4 STOP PAYMENT NOTICE In addition to other amounts properly withheld under this article or under other provisions of the Contract, OCSD shall retain from progress payments otherwise due the CONTRACTOR an amount equal to one hundred twenty-five percent (125%) of the amount claimed under any stop payment notice under Civil Code §9350 et. seq. or other lien filed against the CONTRACTOR for labor, materials, supplies, equipment, and any other thing of value claimed to have been furnished to and/or incorporated into the Work; or for any other alleged contribution thereto. In addition to the foregoing and in accordance with Civil Code §9358 OCSD may also satisfy its duty to withhold funds for stop payment notices by refusing to release funds held in escrow pursuant to public receipt of a release of stop payment notice executed by a stop payment notice claimant, a stop payment notice release bond, an order of a court of competent jurisdiction, or other evidence satisfactory to OCSD that the CONTRACTOR has resolved such claim by settlement. EXA-5 PAYMENT TO SUBCONTRACTORS Requirements 1. The CONTRACTOR shall pay all Subcontractors for and on account of Work performed by such Subcontractors, not later than seven (7) Days after receipt of each progress payment as required by the California Business and Professions Code §7108.5. Such payments to Subcontractors shall be based on the measurements and estimates made pursuant to article progress payments provided herein. 2. Except as specifically provided by law, the CONTRACTOR shall pay all Subcontractors any and all retention due and owing for and on account of Work performed by such Subcontractors not later than seven (7) Days after CONTRACTOR's receipt of said retention proceeds from OCSD as required by the California Public Contract Code §7107. EXA-6 PAYMENT OF TAXES Unless otherwise specifically provided in this Contract, the Contract Price includes full compensation to the CONTRACTOR for all taxes. The CONTRACTOR shall pay all Federal, State, and local taxes, and duties applicable to and assessable against any Work, including but not limited to retail sales and use, transportation, export, import, business, and special taxes. The CONTRACTOR shall ascertain and pay the taxes when due. The CONTRACTOR will maintain auditable records, subject to OCSD reviews, confirming that tax payments are current at all times. CONFORMED C-EXA-080414 CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 3 of 8 EXA-7 FINAL PAYMENT After Final Acceptance of the Work, as more particularly set forth in the General Conditions, "Final Acceptance and Final Completion", and after Resolution of the Board authorizing final payment and satisfaction of the requirements as more particularly set forth in General Conditions — "Final Payment", a final payment will be made as follows: 1. Prior to Final Acceptance, the CONTRACTOR shall prepare and submit an application for Final Payment to OCSD, including: a. The proposed total amount due the CONTRACTOR, segregated by items on the payment schedule, amendments, Change Orders, and other bases for payment; b. Deductions for prior progress payments; c. Amounts retained; d. A conditional waiver and release on final payment for each Subcontractor (per Civil Code Section 8136); e. A conditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8136); f. List of Claims the CONTRACTOR intends to file at that time or a statement that no Claims will be filed, g. List of pending unsettled Claims, stating claimed amounts, and copies of any and all complaints and/or demands for arbitration received by the CONTRACTOR; and h. For each and every Claim that resulted in litigation or arbitration which the CONTRACTOR has settled, a conformed copy of the Request for Dismissal with prejudice or other satisfactory evidence the arbitration is resolved. 2. The application for Final Payment shall include complete and legally effective releases or waivers of liens and stop payment notices satisfactory to OCSD, arising out of or filed in connection with the Work. Prior progress payments shall be subject to correction in OCSD's review of the application for Final Payment. Claims filed with the application for Final Payment must be otherwise timely under the Contract and applicable law. 3. Within a reasonable time, OCSD will review the CONTRACTOR's application for Final Payment. Any recommended changes or corrections will then be forwarded to the CONTRACTOR. Within ten (10) Days after receipt of recommended changes from OCSD, the CONTRACTOR will C-EXA-080414 CONFORMED CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 4 of 8 make the changes, or list Claims that will be filed as a result of the changes, and shall submit the revised application for Final Payment. Upon acceptance by OCSD, the revised application for Final Payment will become the approved application for Final Payment. 4. If no Claims have been filed with the initial or any revised application for Final Payment, and no Claims remain unsettled within thirty-five (35) Days after Final Acceptance of the Work by OCSD, and agreements are reached on all issues regarding the application for Final Payment, OCSD, in exchange for an executed release, satisfactory in form and substance to OCSD, will pay the entire sum found due on the approved application for Final Payment, including the amount, if any, allowed on settled Claims. 5. The release from the CONTRACTOR shall be from any and all Claims arising under the Contract, except for Claims that with the concurrence of OCSD are specifically reserved, and shall release and waive all unreserved Claims against OCSD and its officers, directors, employees and authorized representatives. The release shall be accompanied by a certification by the CONTRACTOR that: a. It has resolved all Subcontractors, Suppliers and other Claims that are related to the settled Claims included in the Final Payment; b. It has no reason to believe that any party has a valid Claim against the CONTRACTOR or OCSD which has not been communicated in writing by the CONTRACTOR to OCSD as of the date of the certificate; c. All warranties are in full force and effect, and; d. The releases and the warranties shall survive Final Payment. 6. If any Claims remain open, OCSD may make Final Payment subject to resolution of those Claims. OCSD may withhold from the Final Payment an amount not to exceed one hundred fifty percent (150%) of the sum of the amounts of the open claims, and one hundred twenty-five percent (125%) of the amounts of open stop payment notices referred to in article entitled stop payment notices herein. 7. The CONTRACTOR shall provide an unconditional waiver and release on final payment from each Subcontractor and Supplier providing Work under the Contract (per Civil Code Section 8138) and an unconditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8138)within thirty (30) Days of receipt of Final Payment. EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT Notwithstanding OCSD's acceptance of the application for Final Payment and irrespective of whether it is before or after Final Payment has been made, OCSD shall not be precluded from subsequently showing that: CONFORMED C-EXA-080414 CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 5 of 8 1. The true and correct amount payable for the Work is different from that previously accepted; 2. The previously-accepted Work did not in fact conform to the Contract requirements, or; 3. A previous payment or portion thereof for Work was improperly made. OCSD also shall not be stopped from demanding and recovering damages from the CONTRACTOR, as appropriate, under any of the foregoing circumstances as permitted under the Contract or applicable law. C-EXA-080414 CONFORMED CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 6 of 8 ATTACHMENT 1 — CERTIFICATION FOR REQUEST FOR PAYMENT I hereby certify under penalty of perjury as follows: That the claim for payment is in all respects true, correct; that the services mentioned herein were actually rendered and/or supplies delivered to OCSD in accordance with the Contract. I understand that it is a violation of both the federal and California False Claims Acts to knowingly present or cause to be presented to OCSD a false claim for payment or approval. A claim includes a demand or request for money. It is also a violation of the False Claims Acts to knowingly make use of a false record or statement to get a false claim paid. The term "knowingly" includes either actual knowledge of the information, deliberate ignorance of the truth or falsity of the information, or reckless disregard for the truth or falsity of the information. Proof of specific intent to defraud is not necessary under the False Claims Acts. I understand that the penalties under the Federal False Claims Act and State of California False Claims Act are non-exclusive, and are in addition to any other remedies which OCSD may have either under Contract or law. I hereby further certify, to the best of my knowledge and belief, that: 1. The amounts requested are only for performance in accordance with the Specifications, terms, and conditions of the Contract; 2. Payments to Subcontractors and Suppliers have been made from previous payments received under the Contract, and timely payments will be made from the proceeds of the payment covered by this certification; 3. This request for progress payments does not include any amounts which the prime CONTRACTOR intends to withhold or retain from a Subcontractor or Supplier in accordance with the terms and conditions of the subcontract; and 4. This certification is not to be construed as Final Acceptance of a Subcontractor's performance. Name Title Date CONFORMED C-EXA-080414 CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 7 of 8 ATTACHMENT 2 —SCHEDULE OF PRICES See next pages from the Bid Submittal Forms (Helis Electric, Inc.) BF-14 Schedule of Prices, Pages 1-2 C-EXA-080414 CONFORMED CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 8 of 8 Bid Submitted By: Helix Electric, Inc. (Name of Finn) BF-14 SCHEDULE OF PRICES INSTRUCTIONS A. General For unit prices, it is understood that the following quantities are approximate only and are solely for the purpose of estimating the comparison of Bids, and that the actual value of Work will be computed based upon the actual quantities in the completed Work, whether they be more or less than those shown. Bidders compensation for the Work under the Contract Documents will be computed based upon the lump sum amount of the Contract at time of award, plus any additional or deleted costs approved by OCSD via approved Change Orders, pursuant to the Contract Documents. Bidder shall separately price and accurately reflect costs associated with each line item, leaving no blanks. Any and all modifications to the Bid must be initialed by an authorized representative of the Bidder in accordance with the Instructions to Bidders, Preparation of Bid. Bidders are reminded of Instruction to Bidders, Discrepancy in Bid Items, which, in summary, provides that the total price for each item shall be based on the unit price listed for each item multiplied by the quantity; and the correct Total Price for each item shall be totaled to determine the Total Amount of Bid. All applicable costs including overhead and profit shall be reflected in the respective unit costs and the TOTAL AMOUNT OF BID. The Bid price shall include all costs to complete the Work, including profit, overhead, etc., unless otherwise specified in the Contract Documents All applicable sales taxes, Federal and/or State, and any other special taxes, patent rights or royalties shall be included in the prices quoted in this Bid. B. Basis of Award AWARD OF THE CONTRACT WILL BE MADE ON THE BASIS OF THE LOWEST RESPONSIVE AND RESPONSIBLE BID. THE LOWEST BID IS DEFINED AS THE "TOTAL AMOUNT OF BID" LISTED IN THIS BID, UNLESS OTHERWISE SPECIFIED BELOW. Note 1: Base Bid. Includes all costs necessary to furnish all labor, materials, equipment and services for the construction of the Project per the Invitation for Bids. BF-14 SCHEDULE OF PRICES C-BF-021115 CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Pagel of 2 Bid Submitted By: Helix Electric, Inc. (Name of Firm) EXHIBIT A SCHEDULE OF PRICES BASE BID ITEMS (Refer to Note 1 in the Instructions): Item Description Unit of Approx Qty Unit Price Extended Price No. Measurement 1. Mobilization, initial progress payment for all fees, labor, materials and equipment required for mobilization, staging area, and Surety Lump Sum 1 Now = $50,000 Bonds, and other activities in conformance with the Contract Documents, for a lump sum price of: 2. Furnish all labor, materials, and equipment necessary for conduit seal-off fittings in conformance with the Contract Documents, for a Unit Price 100 X © _ $ � unit price of: 00 3. Furnish all labor, materials, and equipment necessary for masonry/concrete core drills in conformance with the Contract Unit Price 90 X 0, 8 0o Documents, for a unit price of: 4. Furnish all labor, materials, and equipment necessary for the completion of the Contract Work, except for the Work specified in ,� Bid Item Nos. 1, 2, and 3 above, in conformance with the Contract Lump Sum 1 $ 81q , 000 Documents, for a lump sum price of: t k .'f H TOTAL AMOUNT OF BID (BASIS OF AWARD) $ V 8 i+ V 0o BF-14 SCHEDULE OF PRICES C-BF-021115 CONTRACT NO. J-126 1 SAFETY IMPROVEMENTS PROGRAM Page 2 of 2 OPERATIONS COMMITTEE Meeting Date To Dir. 09/05/18 09/9/26/18 AGENDA REPORT Item Number Item Number 13 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL, PROJECT NO. 2-41-8 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Construction Services Agreement with Michael Baker International, Inc. to provide construction support services for Santa Ana River Interceptor Rock Stabilizers Removal, Project No. 2-41-8, for a total amount not to exceed $215,129; and B. Approve a contingency of $21,513 (10%). BACKGROUND The Orange County Sanitation District (Sanitation District) has been protecting the now out-of-service segment of the Santa Ana River Interceptor (SARI) pipeline between the County line and Weir Canyon Road in Yorba Linda for many years. The US Army Corps of Engineers permitted the placement of large rocks within the Santa Ana Riverbed to protect the pipe by preventing erosion that might expose the pipe to river flow. The permits required removal of the rocks upon relocation of the SARI line and abandonment of the old line, both of which are completed. The Sanitation District is now obligated to remove the rocks. The design of the SARI Rock Stabilizers Removal project has been completed by Michael Baker International, Inc. under a Professional Design Services Agreement. Staff is separately requesting award of the construction contract for the rock removal at the September Operations Committee meeting. RELEVANT STANDARDS • Comply with Army Corps of Engineers' permit requirements • Maintain collaborative and cooperative relationships with regulators, stakeholders, and neighboring communities • Government Code Section 4526: Select the "best qualified firm" and "negotiate fair and equitable fees" Page 1 of 3 PROBLEM The Sanitation District is obligated by permit requirements to remove the large rocks originally placed in the Santa Ana Riverbed to protect the original SARI line. The Sanitation District requires the services of the design consultant during the associated construction contract. The services include typical engineering services during construction, as well as biological monitoring to comply with permit conditions for removal of the rocks. PROPOSED SOLUTION Award a Professional Construction Services Agreement to the design consultant, Michael Baker International, Inc. The proposed services will be provided on an as-needed basis and will include reviewing submittals; answering Contractor's requests for information; reviewing contract document modifications and construction change orders; conducting biological surveys, monitoring, and reporting; participating in progress meetings; preparing record drawings; and assisting in the closeout of the project. TIMING CONCERNS The schedule driver of this project is the Army Corps of Engineers' regional general permit (RGP 63) condition, which stated that the Sanitation District shall submit a plan within 60 days following the relocation of the SARI line, and implementation of the plan within 90 days after approval of the plan. The SARI line completion would be achieved following the implementation of the Army Corps of Engineers' Reach 9, Phase 4, ongoing bank armoring project anticipated to be completed by fall 2018. RAMIFICATIONS OF NOT TAKING ACTION Engineering support services needed to facilitate and review construction activities will not be available. PRIOR COMMITTEE/BOARD ACTIONS September 2016 - Approved a Professional Design Services Agreement with Michael Baker International, Inc. to provide engineering design services for the Santa Ana River Interceptor Rock Stabilizers Removal, Project No. 2-41-8, for an amount not to exceed $399,008, and approved a contingency of $39,900 (10%). ADDITIONAL INFORMATION Michael Baker International, Inc. has successfully furnished engineering services for the design of this project and their support services during construction will provide continuity through the completion of the project. Page 2 of 3 Staff negotiated with Michael Baker International, Inc. for these support services in accordance with the Sanitation District's adopted policies and procedures. A review of the proposed fee was conducted using estimated quantities of requests for information, submittals, meetings, site visits, change order review, and design revisions, on site biological surveys, monitoring and reporting, as well as the level of effort for preparing record drawings. Based on this review, staff has determined the negotiated fee to be fair and reasonable for these services. CEQA An Initial Study/Mitigated Negative Declaration for this project was filed on April 28, 2016. FINANCIAL CONSIDERATIONS This recommendation complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (Line item: FY2018-19 and 2019-20, Section 8, Page 16), and the budget is sufficient for this action. Per an agreement between the Sanitation District and the Santa Ana Watershed Project Authority(SAWPA), SAWPA will reimburse the Sanitation District for 76% of the cost of this project. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Professional Construction Services Agreement HK:dm:gc Page 3 of 3 PROFESSIONAL CONSTRUCTION SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 26th day of September, 2018 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and MICHAEL BAKER INTERNATIONAL, for purposes of this Agreement hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT to provide Construction Support Services for Santa Ana River Interceptor Rock Stabilizers Removal, Project No. 2-41-8; and, WHEREAS, CONSULTANT is qualified to provide the necessary services for Construction Support Services in connection with these requirements; and, WHEREAS, the SANITATION DISTRICT has adopted procedures in accordance with the SANITATION DISTRICT's Purchasing Ordinance Section 4.03(B) for the continuation of services and has proceeded in accordance with said procedures to perform this work; and, WHEREAS, at its regular meeting on September 26, 2018 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. PCSA PROJECT NO. 2-41-8 Revised 062218 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL Page 1 of 19 C. In the event that work is not performed to the satisfaction of the SANITATION DISTRICT and does not conform to the requirements of this Agreement or any applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All CADD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using the SANITATION DISTRICT standard software. Conversion of CADD work from any other non-standard CADD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall be subject to an acceptance period of Fourteen (14) calendar days during which the SANITATION DISTRICT shall perform appropriate acceptance tests. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANITATION DISTRICT. E. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third 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 Two Hundred Fifteen Thousand One Hundred Twenty-Nine Dollars ($215,129). 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 PCSA PROJECT NO. 2-41-8 Revised 062218 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL Page 2 of 19 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 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 PCSA PROJECT NO.2-41-8 Revised 062218 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL Page 3 of 19 request for reimbursement of these amounts, see Attachment "D" —Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 - COMPENSATION above. G. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications in scope of work resulting from field investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to attachment "D" Allowable Direct Costs for payment information. H. Reimbursable Direct Costs The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment "D" - Allowable Direct Costs to this Agreement. The reimbursement of the above mentioned expenses will be based on an "accountable plan" as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at http://www.gsa.gov/portal/category/l 04711#. 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. 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 PCSA PROJECT NO.2-41-8 Revised 062218 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL 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. I. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total compensation is not increased. 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 - AUDIT PROVISIONS. B. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2 - COMPENSATION hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project element work performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. PCSA PROJECT NO.2-41-8 Revised 062218 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL Page 5 of 19 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. 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 PCSA PROJECT NO.2-41-8 Revised 062218 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL Page 6 of 19 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 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a) (3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to SANITATION DISTRICT and/or general public upon request, provided the public request is made through SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(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 PCSA PROJECT NO.2-41-8 Revised 062218 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL Page 7 of 19 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 VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below "B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: 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 PCSA PROJECT NO.2-41-8 Revised 062218 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL Page 8 of 19 General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive/Vehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable to the SANITATION DISTRICT. F. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than 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 PCSA PROJECT NO.2-41-8 Revised 062218 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL Page 9 of 19 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. H. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010) or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of (ISO Forms) CG 2010 1001 and CG 2037 1001 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. PCSA PROJECT NO.2-41-8 Revised 062218 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL Page 10 of 19 • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. I. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days' prior written notice. The policy shall not be cancelled until thirty (30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT 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 as soon as practicable 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. J. Primary Insurance Except for Professional Liability, all liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured Except for Professional Liability, all liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. PCSA PROJECT NO.2-41-8 Revised 062218 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL Page 11 of 19 N. Defense Costs Except for Professional Liability insurance, liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 8. SCOPE CHANGES In the event of a change in the Scope of Work, requested by SANITATION DISTRICT, the parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONSULTANT's fees. 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each Subconsultant and each CONSULTANT's project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant on a per-project-element basis, broken down as indicated in Section 2 - COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's personnel are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this Agreement requires the services of a registered engineer, such services hereunder will be performed under the direct supervision of registered engineers. PCSA PROJECT NO. 2-41-8 Revised 062218 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL Page 12 of 19 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3) years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all project related accounting records and documents, and any other financial data. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of the SANITATION DISTRICT. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notices shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Ludwig Lapus, Contracts Administrator Copy: Hardat Khublall, Project Manager PCSA PROJECT NO.2-41-8 Revised 062218 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL Page 13 of 19 Notices shall be mailed to CONSULTANT at: MICHAEL BAKER INTERNATIONAL 5 Hutton Centre Drive Suite 500 Santa Ana, CA 92707 Attention: Bradley Losey, PE, Project Manager Copy: John Moynier, Vice President All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT's staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 14. TERMINATION The SANITATION DISTRICT may terminate this Agreement at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT and/or CONSULTANT in accordance with Section 13 - NOTICES. 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by the SANITATION DISTRICT. 16. 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. PCSA PROJECT NO.2-41-8 Revised 062218 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL Page 14 of 19 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 and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, consultants, 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, reasonable attorneys' fees, disbursements and court costs, and all other professional, expert or consultants fees and costs and the SANITATION DISTRICT's general and administrative expenses (individually, a "Claim", or 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, consultants, subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising from: PCSA PROJECT NO.2-41-8 Revised 062218 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL Page 15 of 19 (A) the sole or 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 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. PCSA PROJECT NO.2-41-8 Revised 062218 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL Page 16 of 19 24. CONSULTANT PERFORMANCE The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the SANITATION DISTRICT and may be considered in future CONSULTANT selection processes. 25. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the Agreement is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, the SANITATION DISTRICT shall give the Consultant written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT's cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in this Agreement. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or agreement with, the CONSULTANT's request for final Agreement Acceptance. 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PCSA PROJECT NO. 2-41-8 Revised 062218 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL Page 17 of 19 27. FORCE MAJEURE Neither party shall have any claim or right against the other for any failure of performance where such failure of performance is caused by or is the result of causes beyond the reasonable control of the other party due to any occurrence commonly know as a "force majeure," including, but not limited to: acts of God; fire, flood, or other natural catastrophe; acts of any governmental body; labor dispute or shortage; national emergency; insurrection; riot; or war. PCSA PROJECT NO.2-41-8 Revised 062218 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL 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. MICHAEL BAKER INTERNATIONAL By Date Printed Name & Title ORANGE COUNTY SANITATION DISTRICT By Gregory C. Sebourn, PLS Date Chair, Board of Directors By Kelly A. Lore Date Clerk of the Board By Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment "A" Scope of Work Attachment "B" Labor Hour and Fee Matrix Attachment "C" Not Used Attachment "D" Allowable Direct Costs Attachment "E" Fee Proposal Attachment "F" Not Used Attachment "G" Not Attached Attachment "H" Not Attached Attachment "I" Cost Matrix and Summary Attachment "J" Not Used Attachment "K" Not Used Attachment "L" Resumes of Key Staff LRL:HK:yp PCSA PROJECT NO. 2-41-8 Revised 062218 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL Page 19 of 19 OPERATIONS COMMITTEE Meeting Date To Bd. of Dir. 09/05/18 09/26/18 AGENDA REPORT Item Number Item Number 14 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL, PROJECT NO. 2-41-8 GENERAL MANAGER'S RECOMMENDATION A. Receive and file Bid Tabulation and Recommendation for Santa Ana River Interceptor Rock Stabilizers Removal, Project No. 2-41-8; B. Award a Construction Contract to Griffith Company for Santa Ana River Interceptor Rock Stabilizers Removal, Project No. 2-41-8, for a total amount not to exceed $2,809,082; and C. Approve a contingency amount of $280,908 (10%). BACKGROUND The upper reach of the Santa Ana River Interceptor (SARI) line between the Orange County line and Weir Canyon Road in Yorba Linda, primarily carries flows from the Inland Empire into Orange County and then to Treatment Plant No. 1 in Fountain Valley. The segment of the line located within the Santa Ana Riverbed suffered significant erosion of its protective cover during major flood events over a 40-year period. To protect the pipe until a more permanent solution could be completed, large rocks were placed in the river bed at strategic locations to minimize erosion. The US Army Corps of Engineers permitted the placement of the rocks with conditions requiring removal upon the relocation of the SARI line and the abandonment of the old line. The SARI pipeline has been relocated, and the Orange County Sanitation District (Sanitation District) is now required to remove the rocks. RELEVANT STANDARDS • Comply with Army Corps of Engineers' permit requirements • Maintain collaborative and cooperative relationships with regulators, stakeholders, and neighboring communities • CA Public Contract Code Section 20103.8: Award Construction Contract to lowest responsive, responsible bidder Page 1 of 3 PROBLEM The Sanitation District is obligated to remove the large rocks originally placed in the Santa Ana Riverbed to protect the original SARI line by the permits obtained to allow placement of the rocks. PROPOSED SOLUTION Award a construction contract to Griffith Company for the SARI Rock Stabilizers Removal, Project No. 2-41-8. This project will remove and dispose of the large rocks and revegetate access roads and staging areas. TIMING CONCERNS The schedule driver of this project is the Army Corps of Engineers' regional general permit (RGP 63) condition, which stated that the Sanitation District shall submit a plan within 60 days following the relocation of the SARI line, and implementation of the plan within 90 days after approval of the plan. The SARI line completion would be achieved following the implementation of the Army Corps of Engineers' Reach 9, Phase 4, ongoing bank armoring project anticipated to be completed by fall 2018. RAMIFICATIONS OF NOT TAKING ACTION Without this project, the Sanitation District would fail to meet its permit obligations of many RGP 63 permits issued by the Army Corps of Engineers for the emergency protection to safeguard the SARI line from failure. Failure of the Sanitation District to comply with permit timing requirements stipulated by a Regulatory Agency could lead to fines being levied and/or legal implications. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The Sanitation District advertised Project No. 2-41-8 for bids on June 12, 2018. Nine sealed bids were received on August 1, 2018. The bids were evaluated in accordance with the Sanitation District's policies and procedures. Summary information on the bid opening is as follows: Engineer's Estimate $4,146,880 Bidder Amount of Bid Griffith Company $2,809,082 Cutting Edge Concrete Services $3,035,000 Sukut Construction $3,144,000 CJW Construction $3,298,000 Page 2 of 3 Michaels Corporation $3,912,000 Spectrum Construction $3,964,000 TechCom International $3,968,702 Lonerock $3,985,000 C.S. Legacy Construction $4,085,145 The bids were evaluated in accordance with the Sanitation District's policies and procedures. A notice was sent to all bidders on August 16, 2018, informing them of the intent of Sanitation District staff to recommend award of the Construction Contract to Griffith Company. Staff recommends awarding a Construction Contract to the lowest responsive bidder, Griffith Company, for a total amount not to exceed $2,809,082. CEQA An Initial Study/Mitigated Negative Declaration for this project was filed on April 28, 2016. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (Line item: FY2018-19 and 2019-20, Section 8, Page 16), and the budget is sufficient for the action. Per an agreement between the Sanitation District and the Santa Ana Watershed Project Authority (SAWPA), SAWPA will reimburse the Sanitation District for 76% of the cost of this project. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Construction Contract HK:dm:gc Page 3 of 3 PART A CONTRACT AGREEMENT C-CA-090817 TABLE OF CONTENTS CONTRACT AGREEMENT SECTION - 1 GENERAL CONDITIONS..................................................................1 SECTION - 2 MATERIALS AND LABOR.................................................................4 SECTION - 3 PROJECT..........................................................................................4 SECTION -4 PLANS AND SPECIFICATONS ........................................................5 SECTION - 5 TIME OF COMMENCEMENT AND COMPLETION ..........................5 SECTION - 6 TIME IS OF THE ESSENCE .............................................................5 SECTION - 7 EXCUSABLE DELAYS......................................................................6 SECTION - 8 EXTRA WORK...................................................................................6 SECTION - 9 CHANGES IN PROJECT...................................................................7 SECTION - 10 LIQUIDATED DAMAGES FOR DELAY.............................................7 SECTION - 11 CONTRACT PRICE AND METHOD OF PAYMENT .........................7 SECTION - 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS ..............................................................................................9 SECTION - 13 COMPLETION...................................................................................9 SECTION - 14 CONTRACTOR'S EMPLOYEES COMPENSATION....................... 10 SECTION - 15 SURETY BONDS ............................................................................ 12 SECTION - 16 INSURANCE.................................................................................... 13 SECTION - 17 RISK AND INDEMNIFICATION.......................................................21 SECTION - 18 TERMINATION................................................................................21 SECTION - 19 WARRANTY....................................................................................21 SECTION - 20 ASSIGNMENT.................................................................................22 SECTION - 21 RESOLUTION OF DISPUTES ........................................................22 SECTION - 22 SAFETY & HEALTH ........................................................................22 SECTION - 23 NOTICES.........................................................................................23 C-CA-090817 CONTRACT AGREEMENT ORANGE COUNTY SANITATION DISTRICT PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL THIS AGREEMENT is made and entered into, to be effective, this September 26, 2018, by and between Griffith Company, hereinafter referred to as "CONTRACTOR" and the Orange County Sanitation District, hereinafter referred to as "OCSD". WITNESSETH That for and in consideration of the promises and agreements hereinafter made and exchanged, OCSD and CONTRACTOR agree as follows: SECTION — 1 GENERAL CONDITIONS CONTRACTOR certifies and agrees that all the terms, conditions and obligations of the Contract Documents as hereinafter defined, the location of the job site, and the conditions under which the Work is to be performed have been thoroughly reviewed, and enters into this Contract based upon CONTRACTOR's investigation of all such matters and is in no way relying upon any opinions or representations of OCSD. It is agreed that this Contract represents the entire agreement. It is further agreed that the Contract Documents are each incorporated into this Contract by reference, with the same force and effect as if the same were set forth at length herein, and that CONTRACTOR and its Subcontractors, if any, will be and are bound by any and all of said Contract Documents insofar as they relate in any part or in any way, directly or indirectly, to the Work covered by this Contract. A. Contract Documents Order of Precedence "Contract Documents" refers to those documents identified in the definition of"Contract Documents" in the General Conditions — Definitions. C-CA-090817 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 1 of 24 1. In the event of a conflict between one Contract Document and any of the other Contract Documents, the provisions in the document highest in precedence shall be controlling. The order of precedence of the Contract Documents is as follows: a. Supplemental Agreements—the last in time being the first in precedence b. Addenda issued prior to opening of Bids —the last in time being the first in precedence c. Contract Agreement d. Permits and other regulatory requirements e. Special Provisions f. General Conditions (GC) g. Notice Inviting Bids and Instruction to Bidders h. Geotechnical Baseline Report (GBR), if attached as a Contract Document i. Plans and Specifications — in these documents the order of precedence shall be: i. Specifications (Divisions 01-17) ii. Plans iii. General Requirements (GR) iv. Standard Drawings and Typical Details j. CONTRACTOR's Bid 2. In the event of a conflict between terms within an individual Contract Document, the conflict shall be resolved by applying the following principles as appears applicable: a. Figured dimensions on the Contract Documents shall govern. Dimensions not specified shall be as directed by the ENGINEER. Details not shown or specified shall be the same as similar parts that are shown or specified, or as directed. Full-size details shall take precedence over scale Drawings as to C-CA-090817 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 2 of 24 shape and details of construction. Specifications shall govern as to material and workmanship. b. The Contract Documents calling for the higher quality material or workmanship shall prevail. Materials or Work described in words, which so applied, have a well known technical or trade meaning shall be deemed to refer to such recognized standards. In the event of any discrepancy between any Drawings and the figures thereon, the figures shall be taken as correct. C. Scale Drawings, full-size details, and Specifications are intended to be fully complementary and to agree. Should any discrepancy between Contract Documents come to the CONTRACTOR's attention, or should an error occur in the efforts of others, which affect the Work, the CONTRACTOR shall notify the ENGINEER, in writing, at once. In the event any doubts or questions arise with respect to the true meaning of the Contract Documents, reference shall be made to the ENGINEER whose written decision shall be final. If the CONTRACTOR proceeds with the Work affected without written instructions from the ENGINEER, the CONTRACTOR shall be fully responsible for any resultant damage or defect. d. Anything mentioned in the Specifications and not indicated in the Plans, or indicated in the Plans and not mentioned in the Specifications, shall be of like effect as if indicated and mentioned in both. In case of discrepancy in the Plans or Specifications, the matter shall be immediately submitted to OCSD's ENGINEER, without whose decision CONTRACTOR shall not adjust said discrepancy save only at CONTRACTOR's own risk and expense. The decision of the ENGINEER shall be final. C-CA-090817 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 3 of 24 In all matters relating to the acceptability of material, machinery or plant equipment; classifications of material or Work; the proper execution, progress or sequence of the Work; and quantities interpretation of the Contract Documents, the decision of the ENGINEER shall be final and binding, and shall be a condition precedent to any payment under the Contract, unless otherwise ordered by the Board of Directors. B. Definitions Capitalized terms used in this Contract are defined in the General Conditions, Definitions. Additional terms may be defined in the Special Provisions. SECTION — 2 MATERIALS AND LABOR CONTRACTOR shall furnish, under the conditions expressed in the Plans and Specifications, at CONTRACTOR'S own expense, all labor and materials necessary, except such as are mentioned in the Specifications to be furnished by OCSD, to construct and complete the Project, in good workmanlike and substantial order. If CONTRACTOR fails to pay for labor or materials when due, OCSD may settle such claims by making demand upon the Surety to this Contract. In the event of the failure or refusal of the Surety to satisfy said claims, OCSD may settle them directly and deduct the amount of payments from the Contract Price and any amounts due to CONTRACTOR. In the event OCSD receives a stop payment notice from any laborer or material supplier alleging non-payment by CONTRACTOR, OCSD shall be entitled to deduct all of its costs and expenses incurred relating thereto, including but not limited to administrative and legal fees. SECTION — 3 PROJECT The Project is described as: PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL C-CA-090817 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 4 of 24 SECTION —4 PLANS AND SPECIFICATONS The Work to be done is shown in a set of Plans and Specifications entitled: PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL Said Plans and Specifications and any revision, amendments and addenda thereto are attached hereto and incorporated herein as part of this Contract and referred to by reference. SECTION — 5 TIME OF COMMENCEMENT AND COMPLETION CONTRACTOR agrees to commence the Project within 15 calendar days from the date set forth in the "Notice to Proceed" sent by OCSD, unless otherwise specified therein and shall diligently prosecute the Work to completion within four hundred sixty-four (464) calendar days from the date of the "Notice to Proceed" issued by OCSD, excluding delays caused or authorized by OCSD as set forth in Sections 7, 8, and 9 hereof, and applicable provisions in the General Conditions. The time for completion includes twenty (20) calendar days determined by OCSD likely to be inclement weather when CONTRACTOR will be unable to work. In addition, CONTRACTOR shall accomplish such milestones within the periods of performance set forth in Appendix A of the Special Provisions entitled "Work Completion Schedule." SECTION — 6 TIME IS OF THE ESSENCE Time is of the essence of this Contract. As required by the Contract Documents, CONTRACTOR shall prepare and obtain approval of all shop drawings, details and samples, and do all other things necessary and incidental to the prosecution of CONTRACTOR's Work in conformance with an approved construction progress schedule. CONTRACTOR shall coordinate the Work covered by this Contract with that of all other contractors, subcontractors and of OCSD, in a manner that will facilitate the efficient completion of the entire Work and accomplish the required milestone(s), if any, by the applicable deadline(s) in accordance with Section 5 herein. OCSD shall have the right to assert complete control of the premises on C-CA-090817 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 5 of 24 which the Work is to be performed and shall have the right to decide the time or order in which the various portions of the Work shall be installed or the priority of the work of subcontractors, and, in general, all matters representing the timely and orderly conduct of the Work of CONTRACTOR on the premises. SECTION — 7 EXCUSABLE DELAYS CONTRACTOR shall only be excused for any delay in the prosecution or completion of the Project as specifically provided in General Conditions, "Extensions for Delay", and the General Requirements, "By CONTRACTOR or Others — Unknown Utilities during Contract Work". Extensions of time and extra compensation arising from such excusable delays will be determined in accordance with the General Conditions, "Extension of Time for Delay" and "Contract Price Adjustments and Payments", and extensions of time and extra compensation as a result of incurring undisclosed utilities will be determined in accordance with General Requirements, "By CONTRACTOR or Others — Unknown Utilities during Contract Work". OCSD's decision will be conclusive on all parties to this Contract. SECTION — 8 EXTRA WORK The Contract Price as set forth in Section 11, includes compensation for all Work performed by CONTRACTOR, unless CONTRACTOR obtains a Change Order signed by a designated representative of OCSD specifying the exact nature of the Extra Work and the amount of extra compensation to be paid all as more particularly set forth in Section 9 hereof and the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)", "OWNER Initiated Changes", and "Contract Price Adjustments and Payments". In the event a Change Order is issued by OCSD pursuant to the Contract Documents, OCSD shall extend the time fixed in Section 5 for completion of the Project by the number of days, if any, reasonably required for CONTRACTOR to perform the Extra Work, as determined by OCSD's ENGINEER. The decision of the ENGINEER shall be final. C-CA-090817 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 6 of 24 SECTION — 9 CHANGES IN PROJECT OCSD may at any time, without notice to any Surety, by Change Order, make any changes in the Work within the general scope of the Contract Document, including but not limited to changes: 1. In the Specifications (including Drawings and designs); 2. In the time, method or manner of performance of the Work; 3. In OCSD-furnished facilities, equipment, materials, services or site; or 4. Directing acceleration in the performance of the Work. No change of period of performance or Contract Price, or any other change in the Contract Documents, shall be binding until the Contract is modified by a fully executed Change Order. All Change Orders shall be issued in accordance with the requirements set forth in the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and "OWNER Initiated Changes". SECTION — 10 LIQUIDATED DAMAGES FOR DELAY Liquidated Damages shall be payable in the amounts and upon the occurrence of such events or failure to meet such requirements or deadlines as provided in the Special Provisions, "Liquidated Damages and Incentives." SECTION — 11 CONTRACT PRICE AND METHOD OF PAYMENT A. OCSD agrees to pay and the CONTRACTOR agrees to accept as full consideration for the faithful performance of this Contract, subject to any additions or deductions as provided in approved Change Orders, the sum of Two Million Eight Hundred Nine Thousand Eighty-Two Dollars ($2,809,082) as itemized on the Attached Exhibit "A". Upon satisfaction of the conditions precedent to payment set forth in the General Requirements, Additional General Requirements and General Conditions (including but not limited to Sections entitled "Mobilization Payment Requirements" and "Payment C-CA-090817 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 7 of 24 Itemized Breakdown of Contract Lump Sum Prices"), there shall be paid to the CONTRACTOR an initial Net Progress Payment for mobilization. OCSD shall issue at the commencement of the job a schedule which shows: 1. A minimum of one payment to be made to the CONTRACTOR for each successive four (4) week period as the Work progresses, and 2. The due dates for the CONTRACTOR to submit requests for payment to meet the payment schedule. After the initial Net Progress Payment, and provided the CONTRACTOR submits the request for payment prior to the end of the day required to meet the payment schedule, the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly payment date set forth in the schedule. Payments shall be made on demands drawn in the manner required by law, accompanied by a certificate signed by the ENGINEER, stating that the Work for which payment is demanded has been performed in accordance with the terms of the Contract Documents, and that the amount stated in the certificate is due under the terms of the Contract. Payment applications shall also be accompanied with all documentation, records, and releases as required by the Contract, Exhibit A, Schedule of Prices, and General Conditions, "Payment for Work— General". The Total amount of Progress Payments shall not exceed the actual value of the Work completed as certified by OCSD's ENGINEER. The processing of payments shall not be considered as an acceptance of any part of the Work. B. As used in this Section, the following defined terms shall have the following meanings: C-CA-090817 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 8 of 24 1. "Net Progress Payment" means a sum equal to the Progress Payment less the Retention Amount and other qualified deductions (Liquidated Damages, stop payment notices, etc.). 2. "Progress Payment" means a sum equal to: a. the value of the actual Work completed since the commencement of the Work as determined by OCSD; b. plus the value of material suitably stored at the worksite, treatment plant or approved storage yards subject to or under the control of OCSD since the commencement of the Work as determined by OCSD; C. less all previous Net Progress Payments; d. less all amounts of previously qualified deductions; e. less all amounts previously retained as Retention Amounts. 3. "Retention Amount" for each Progress Payment means the percentage of each Progress Payment to be retained by OCSD to assure satisfactory completion of the Contract. The amount to be retained from each Progress Payment shall be determined as provided in the General Conditions—"Retained Funds; Substitution of Securities." SECTION — 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS Pursuant to Public Contract Code Section 22300 et seq., the CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions — "Retained Funds; Substitution of Securities." SECTION — 13 COMPLETION Final Completion and Final Acceptance shall occur at the time and in the manner specified in the General Conditions, "Final Acceptance and Final Completion", "Final Payment" and Exhibit A- Schedule of Prices. C-CA-090817 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 9 of 24 Upon receipt of all documentation, records, and releases as required by the Contract from the CONTRACTOR, OCSD shall proceed with the Final Acceptance as specified in General Conditions. SECTION — 14 CONTRACTOR'S EMPLOYEES COMPENSATION A. Davis-Bacon Act: CONTRACTOR will pay and will require all Subcontractors to pay all employees on said Project a salary or wage at least equal to the prevailing rate of per diem wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Act shall apply only if the Contract is in excess of Two Thousand Dollars ($2,000.00) and when twenty-five percent (25%) or more of the Contract is funded by federal assistance. If the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with are incorporated herein as a part of this Contract and referred to by reference. B. General Prevailing Rate: OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime Work in the locality in which the Work is to be performed for each craft or type of Work needed to execute this Contract, and copies of the same are on file in the Office of the ENGINEER of OCSD. The CONTRACTOR agrees that not less than said prevailing rates shall be paid to workers employed on this public works Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. C-CA-090817 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 10 of 24 C. Forfeiture for Violation: CONTRACTOR shall, as a penalty to OCSD, forfeit Two Hundred Dollars ($200.00) for each calendar day or portion thereof for each worker paid (either by the CONTRACTOR or any Subcontractor under it) less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the Work provided for in this Contract, all in accordance with Section 1775 of the Labor Code of the State of California. D. Apprentices: Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the CONTRACTOR shall comply therewith if the prime contract involves Thirty Thousand Dollars ($30,000.00) or more. E. Workday: In the performance of this Contract, not more than eight (8) hours shall constitute a day's work, and the CONTRACTOR shall not require more than eight (8) hours of labor in a day from any person employed by him hereunder except as provided in paragraph (B) above. CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 et seq.) of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of Twenty-five Dollars ($25.00) for each worker employed in the execution of this Contract by CONTRACTOR or any Subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one calendar day and forty (40) hours in any one week in violation of said Article. CONTRACTOR shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by CONTRACTOR in connection with the Project. C-CA-090817 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 11 of 24 F. Registration; Record of Wages; Inspection: CONTRACTOR 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 by the California Department of Industrial Relations. CONTRACTOR shall maintain accurate payroll records 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. CONTRACTOR shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). SECTION — 15 SURETY BONDS CONTRACTOR shall, before entering upon the performance of this Contract, furnish Bonds approved by OCSD's General Counsel — one in the amount of one hundred percent (100%) of the Contract amount, to guarantee the faithful performance of the Work, and the other in the amount of one hundred percent (100%) of the Contract amount to guarantee payment of all claims for labor and materials furnished. As changes to the Contract occur via approved Change Orders, the CONTRACTOR shall assure that the amounts of the Bonds are adjusted to maintain 100% of the Contract Price. This Contract shall not become effective until such Bonds are supplied to and approved by OCSD. Bonds must be issued by a Surety authorized by the State Insurance Commissioner to do business in California. The Performance Bond shall remain in full force and effect through the warranty period, as specified in Section 19 below. All Bonds required to be submitted relating to this Contract must comply with California Code of Civil Procedure Section 995.630. Each Bond shall be executed in the name of the Surety insurer under penalty of perjury, or the fact of execution of each Bond shall be duly acknowledged before an officer authorized to take and certify acknowledgments, and either one of the following conditions shall be satisfied: C-CA-090817 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 12 of 24 A. A copy of the transcript or record of the unrevoked appointment, power of attorney, by- laws, or other instrument, duly certified by the proper authority and attested by the seal of the insurer entitling or authorizing the person who executed the Bond to do so for and on behalf of the insurer, is on file in the Office of the County Clerk of the County of Orange; or B. A copy of a valid power of attorney is attached to the Bond. SECTION — 16 INSURANCE CONTRACTOR shall purchase and maintain, for the duration of the Contract, insurance against claims for injuries to persons, or damages to property which may arise from or in connection with the performance of the Work hereunder, and the results of that Work by CONTRACTOR, its agents, representatives, employees, or Subcontractors, in amounts equal to the requirements set forth below. CONTRACTOR shall not commence Work under this Contract until all insurance required under this Section is obtained in a form acceptable to OCSD, nor shall CONTRACTOR allow any Subcontractor to commence Work on a subcontract until all insurance required of the Subcontractor has been obtained. CONTRACTOR shall maintain all of the foregoing insurance coverages in force through the point at which the Work under this Contract is fully completed and accepted by OCSD pursuant to the provisions of the General Conditions, "Final Acceptance and Final Completion". Furthermore, CONTRACTOR shall maintain all of the foregoing insurance coverages in full force and effect throughout the warranty period, commencing on the date of Final Acceptance. The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of OCSD by CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for and maintain in full force and effect during the life of this Contract, inclusive of all changes to the Contract Documents made in accordance with the provisions of the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and/or"OWNER Initiated C-CA-090817 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 13 of 24 Changes", the following insurance in amounts not less than the amounts specified. OCSD reserves the right to amend the required limits of insurance commensurate with the CONTRACTOR's risk at any time during the course of the Project. No vehicles may enter OCSD premises/worksite without possessing the required insurance coverage. CONTRACTOR's insurance shall also comply with all insurance requirements prescribed by agencies from whom permits shall be obtained for the Work and any other third parties from whom third party agreements are necessary to perform the Work (collectively, the "Third Parties"), The Special Provisions may list such requirements and sample forms and requirements from such Third Parties may be included in an attachment to the General Requirements. CONTRACTOR bears the responsibility to discover and comply with all requirements of Third Parties, including meeting specific insurance requirements, that are necessary for the complete performance of the Work. To the extent there is a conflict between the Third Parties' insurance requirements and those set forth by OCSD herein, the requirement(s) providing the more protective coverage for both OSCD and the Third Parties shall control and be purchased and maintained by CONTRACTOR. A. Limits of Insurance 1. General Liability: Ten Million Dollars ($10,000,000) per occurrence and a general aggregate limit of Ten Million Dollars ($10,000,000) for bodily injury, personal injury and property damage. Coverage shall include each of the following: a. Premises-Operations. b. Products and Completed Operations, with limits of at least Ten Million Dollars ($10,000,000) per occurrence and a general aggregate limit of Ten Million Dollars ($10,000,000) which shall be in effect at all times during the warranty period set forth in the Warranty section herein, and as set forth in the General Conditions, "Warranty (CONTRACTOR's Guarantee)", plus any additional C-CA-090817 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 14 of 24 extension or continuation of time to said warranty period that may be required or authorized by said provisions. C. Broad Form Property Damage, expressly including damage arising out of explosion, collapse, or underground damage. d. Contractual Liability, expressly including the indemnity provisions assumed under this Contract. e. Separation of Insured Clause, providing that coverage applies separately to each insured, except with respect to the limits of liability. f. Independent CONTRACTOR's Liability. To the extent first dollar coverage, including defense of any claim, is not available to OCSD or any other additional insured because of any SIR, deductible, or any other form of self insurance, CONTRACTOR is obligated to assume responsibility of insurer until the deductible, SIR or other condition of insurer assuming its defense and/or indemnity has been satisfied. CONTRACTOR shall be responsible to pay any deductible or SIR. g. If a crane will be used, the General Liability insurance will be endorsed to add Riggers Liability coverage or its equivalent to cover the usage of the crane and exposures with regard to the crane operators, riggers and others involved in using the crane. h. If divers will be used, the General Liability insurance will be endorsed to cover marine liability or its equivalent to cover the usage of divers. 2. Automobile Liability: The CONTRACTOR shall maintain a policy of Automobile 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: C-CA-090817 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 15 of 24 Either (1) a combined single limit of Ten Million Dollars ($10,000,000) and a general aggregate limit of Ten Million Dollars ($10,000,000) for bodily injury, personal injury and property damage; Or alternatively, (2) Ten Million Dollars ($10,000,000) per person for bodily injury and Five Million Dollars ($5,000,000) per accident for property damage. 3. Umbrella Excess Liability: The minimum limits of general liability and automobile liability insurance required, as set forth above, shall be provided for either in a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. 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 automobile liability. 4. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONTRACTOR in the amount of One Million Dollars ($1,000,000) in a form acceptable by OCSD. 5. Worker's Compensation/Employer's Liability: CONTRACTOR shall provide such Worker's Compensation Insurance as required by the Labor Code of the State of California, including employer's liability with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage with regard to Jones Act claims. Where permitted by law, CONTRACTOR hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OCSD, its or their officers, agents, or employees, and any other contractor or subcontractor performing Work or rendering services on behalf of OCSD in connection with the C-CA-090817 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 16 of 24 planning, development and construction of the Project. In all its insurance coverages related to the Work, CONTRACTOR shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OCSD, its or their officers, agents, or employees, or any other contractor or subcontractor performing Work or rendering services at the Project. Where permitted by law, CONTRACTOR shall require similar written express waivers and insurance clauses from each of its Subcontractors of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged. 6. Limits are Minimums: If CONTRACTOR maintains higher limits than the minimums shown in this Section, OCSD requires and shall be entitled to coverage for the higher limits maintained by the CONTRACTOR. B. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by OCSD. At the option of OCSD, either: the Insurer shall reduce or eliminate such deductibles or self- insured retentions as respects OCSD, its Directors, officers, agents, CONSULTANTS, and employees; or CONTRACTOR shall provide a financial guarantee satisfactory to OCSD guaranteeing payment of losses and related investigations, claim administration, and defense expenses. C. Other Insurance Provisions 1. Each such policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to contain, the following provisions: C-CA-090817 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 17 of 24 a. OCSD, its Directors, officers, agents, CONSULTANTS, and employees, and all public agencies from whom permits will be obtained, and their Directors, officers, agents, and employees are hereby declared to be additional insureds under the terms of this policy, but only with respect to the operations of CONTRACTOR at or from any of the sites of OCSD in connection with this Contract, or acts and omissions of the additional insured in connection with its general supervision or inspection of said operations related to this Contract. b. Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by OCSD shall be excess only and not contributing with insurance provided under this policy. 2. 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 by certified mail, return receipt requested, and that coverage shall not be cancelled for non-payment of premium except after ten (10) days prior written notice by certified mail, return receipt requested. Should there be changes in coverage or an increase in deductible or SIR amounts, CONTRACTOR undertakes to procure a manuscript endorsement from its insurer giving 30 days prior notice of such an event to OCSD, or to have its insurance broker/agent send to OCSD a certified letter describing the changes in coverage and any increase in deductible or SIR amounts. The certified letter must be sent Attention: Risk Management and shall be received not less than twenty (20) days prior to the effective date of the change(s). The letter must be signed by a Director or Officer of the broker/agent and must be on company letterhead, and may be sent via e-mail in pdf format. C-CA-090817 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 18 of 24 3. Coverage shall not extend to any indemnity coverage for the active negligence of any additional insured in any case where an agreement to indemnify the additional insured would be invalid under California Civil Code Section 2782(b). 4. If required by a public agency from whom permit(s) will be obtained, each policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to specify by name the public agency and its legislative members, officers, agents, CONSULTANTS, and employees, to be additional insureds. D. Acceptability of Insurers Insurers must have an "A-", or better, Policyholder's Rating, and a Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best Rating Guide. OCSD recognizes that State Compensation Insurance Fund has withdrawn from participation in the A.M. Best Rating Guide process. Nevertheless, OCSD will accept State Compensation Insurance Fund for the required policy of worker's compensation insurance, subject to OCSD's option, at any time during the term of this Contract, to require a change in insurer upon twenty (20) days written notice. Further, OCSD will require CONTRACTOR to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONTRACTOR by OCSD or its agent. E. Verification of Coverage CONTRACTOR shall furnish OCSD with original certificates and mandatory endorsements affecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by OCSD before Work commences. OCSD reserves the right to require complete, certified copies of all required insurance policies, including endorsements, affecting the coverage required by these Specifications at any time. C-CA-090817 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 19 of 24 F. Subcontractors CONTRACTOR shall be responsible to establish insurance requirements for any Subcontractors hired by CONTRACTOR. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subcontractor's operations and work. OCSD and any public agency issuing permits for the Project must be named as "Additional Insured" on any General Liability or Automobile Liability policy obtained by a Subcontractor. The CONTRACTOR must obtain copies and maintain current versions of all Subcontractors' policies, Certificate of Liability and mandatory endorsements effecting coverage. Upon request, CONTRACTOR must furnish OCSD with the above referenced required documents. G. Required Forms and Endorsements 1. Required ACORD Form a. Certificate of Liability Form 25 2. Required Insurance Services Office, Inc. Endorsements (when alternative forms are shown, they are listed in order of preference) In the event any of the following forms are cancelled by Insurance Services Office, Inc. (ISO), or are updated, the ISO replacement form or equivalent must be supplied. a. Commercial General Liability Form CG-0001 10 01 b. Additional Insured Including Form CG-2010 10 01 and Products-Completed Operations Form CG-2037 10 01 C. Waiver of Transfer of Rights of Form CG-2404 11 85; or Recovery Against Others to Us/ Form CG-2404 10 93 Waiver of Subrogation 3. Required State Compensation Insurance Fund Endorsements a. Waiver of Subrogation Endorsement No. 2570 b. Cancellation Notice Endorsement No. 2065 C-CA-090817 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 20 of 24 4. Additional Required Endorsements a. Notice of Policy Termination Manuscript Endorsement SECTION — 17 RISK AND INDEMNIFICATION All Work covered by this Contract done at the site of construction or in preparing or delivering materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR shall save, indemnify, defend, and keep OCSD and others harmless as more specifically set forth in General Conditions, "General Indemnification". SECTION — 18 TERMINATION This Contract may be terminated in whole or in part in writing by OCSD in the event of substantial failure by the CONTRACTOR to fulfill its obligations under this Agreement, or it may be terminated by OCSD for its convenience provided that such termination is effectuated in a manner and upon such conditions set forth more particularly in General Conditions, "Termination for Default" and/or "Termination for Convenience", provided that no termination may be effected unless proper notice is provided to CONTRACTOR at the time and in the manner provided in said General Conditions. If termination for default or convenience is effected by OCSD, an equitable adjustment in the price provided for in this Contract shall be made at the time and in the manner provided in the General Conditions, "Termination for Default" and "Termination for Convenience". SECTION — 19 WARRANTY The CONTRACTOR agrees to perform all Work under this Contract in accordance with the Contract Documents, including OCSD's designs, Drawings and Specifications. The CONTRACTOR guarantees for a period of at least one (1) year from the date of Final Acceptance of the Work, pursuant to the General Conditions, "Final Acceptance and Final Completion" that the completed Work is free from all defects due to faulty materials, equipment or workmanship and that it shall promptly make whatever adjustments or corrections which may C-CA-090817 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 21 of 24 be necessary to cure any defects, including repairs of any damage to other parts of the system resulting from such defects. OCSD shall promptly give notice to the CONTRACTOR of observed defects. In the event that the CONTRACTOR fails to make adjustments, repairs, corrections or other work made necessary by such defects, OCSD may do so and charge the CONTRACTOR the cost incurred. The CONTRACTOR's warranty shall continue as to any corrected deficiency until the later of(1) the remainder of the original one-year warranty period; or (2) one year after acceptance by OCSD of the corrected Work. The Performance Bond and the Payment Bond shall remain in full force and effect through the guarantee period. The CONTRACTOR's obligations under this clause are in addition to the CONTRACTOR's other express or implied assurances under this Contract, including but not limited to specific manufacturer or other extended warranties specified in the Plans and Specifications, or state law and in no way diminish any other rights that OCSD may have against the CONTRACTOR for faulty materials, equipment or Work. SECTION — 20 ASSIGNMENT No assignment by the CONTRACTOR of this Contract or any part hereof, or of funds to be received hereunder, will be recognized by OCSD unless such assignment has had prior written approval and consent of OCSD and the Surety. SECTION — 21 RESOLUTION OF DISPUTES OCSD and the CONTRACTOR shall comply with the provisions of California Public Contract Code Section 20104 et. seq., regarding resolution of construction claims for any Claims which arise between the CONTRACTOR and OCSD, as well as all applicable dispute and Claims provisions as set forth in the General Conditions and as otherwise required by law. SECTION — 22 SAFETY & HEALTH CONTRACTOR shall comply with all applicable safety and health requirements mandated by federal, state, city and/or public agency codes, permits, ordinances, regulations, and laws, as C-CA-090817 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 22 of 24 well as these Contract Documents, including but not limited to the General Requirements, Section entitled "Safety" and Exhibit B OCSD Safety Standards. SECTION — 23 NOTICES Any notice required or permitted under this Contract may be given by ordinary mail at the address set forth below. Any party whose address changes shall notify the other party in writing. TO OCSD: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Clerk of the Board Copy to: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Construction Manager Bradley R. Hogin, Esquire Woodruff, Spradlin & Smart 555 Anton Boulevard Suite 1200 Costa Mesa, California 92626 TO CONTRACTOR: Griffith Company 12200 Bloomfield Ave. Santa Fe Springs, CA 90670 Copy to: Lucas J. Walker, Vice President/Regional Manager Griffith Company 12200 Bloomfield Ave. Santa Fe Springs, CA 90670 C-CA-090817 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 23 of 24 IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the date first hereinabove written. CONTRACTOR: Griffith Company 12200 Bloomfield Ave. Santa Fe Springs, CA 90670 By Printed Name Its CONTRACTOR's State License No. 88 (Expiration Date — 09/30/2018) OCSD: Orange County Sanitation District By Gregory C. Sebourn, PLS Chair, Board of Directors By Kelly A. Lore Clerk of the Board By Marc Dubois Contracts, Purchasing and Materials Management Manager C-CA-090817 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 24 of 24 EXHIBIT A SCHEDULE OF PRICES C-EXA-080414 TABLE OF CONTENTS EXHIBIT A SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION............................................................................. 1 EXA-2 PROGRESS PAYMENTS ..................................................................................1 EXA-3 RETENTION AND ESCROW ACCOUNTS........................................................1 EXA-4 STOP PAYMENT NOTICE.................................................................................3 EXA-5 PAYMENT TO SUBCONTRACTORS................................................................3 EXA-6 PAYMENT OF TAXES .......................................................................................3 EXA-7 FINAL PAYMENT...............................................................................................4 EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT ...5 ATTACHMENT 1 - CERTIFICATION FOR REQUEST FOR PAYMENT.........................7 ATTACHMENT 2 - SCHEDULE OF PRICES...................................................................8 C-EXA-080414 EXHIBIT SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION CONTRACTOR will be paid the Contract Price according to the Schedule of Prices, and all other applicable terms and conditions of the Contract Documents. EXA-2 PROGRESS PAYMENTS Progress payments will be made in accordance with all applicable terms and conditions of the Contract Documents, including, but not limited to: 1. Contract Agreement— Section 11 — "Contract Price and Method of Payment;" 2. General Conditions — "Payment— General"; 3. General Conditions—"Payment—Applications for Payment"; 4. General Conditions — "Payment— Mobilization Payment Requirements;" 5. General Conditions — "Payment— Itemized Breakdown of Contract Lump Sum Prices"; 6. General Conditions — "Contract Price Adjustments and Payments"; 7. General Conditions— "Suspension of Payments"; 8. General Conditions — "OCSD's Right to Withhold Certain Amounts and Make Application Thereof"; and 9. General Conditions — "Final Payment." EXA-3 RETENTION AND ESCROW ACCOUNTS A. Retention: OCSD shall retain a percentage of each progress payment to assure satisfactory completion of the Work. The amount to be retained from each progress payment shall be determined as provided in General Conditions— "Retained Funds; Substitution of Securities". In all contracts between CONTRACTOR and its Subcontractors and/or Suppliers, the retention may not exceed the percentage specified in the Contract Documents. C-EXA-080414 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 1 of 8 B. Substitution of Securities: CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." Payment of Escrow Agent: In lieu of substitution of securities as provided above, the CONTRACTOR may request and OCSD shall make payment of retention earned directly to the escrow agent at the expense of the CONTRACTOR. At the expense of the CONTRACTOR, the CONTRACTOR may direct the investment of the payments into securities consistent with Government Code §16430 and the CONTRACTOR shall receive the interest earned on the investments upon the same terms provided for in this article for securities deposited by the CONTRACTOR. Upon satisfactory completion of the Contract, the CONTRACTOR shall receive from the escrow agent all securities, interest and payments received by the escrow agent from OCSD, pursuant to the terms of this article. The CONTRACTOR shall pay to each Subcontractor, not later than twenty (20) calendar days after receipt of the payment, the respective amount of interest earned, net of costs attributed to retention withheld from each Subcontractor, on the amount of retention withheld to ensure the performance of the Subcontractor. The escrow agreement used by the escrow agent pursuant to this article shall be substantially similar to the form set forth in §22300 of the California Public Contract Code. C. Release of Retention: Upon Final Acceptance of the Work, the CONTRACTOR shall submit an invoice for release of retention in accordance with the terms of the Contract. D. Additional Deductibles: In addition to the retentions described above, OCSD may deduct from each progress payment any or all of the following: 1. Liquidated Damages that have occurred as of the date of the application for progress payment; 2. Deductions from previous progress payments already paid, due to OCSD's discovery of deficiencies in the Work or non-compliance with the Specifications or any other requirement of the Contract; 3. Sums expended by OCSD in performing any of the CONTRACTOR'S obligations under the Contract that the CONTRACTOR has failed to perform, and; 4. Other sums that OCSD is entitled to recover from the CONTRACTOR under the terms of the Contract, including without limitation insurance deductibles and assessments. C-EXA-080414 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 2 of 8 The failure of OCSD to deduct any of the above-identified sums from a progress payment shall not constitute a waiver of OCSD's right to such sums or to deduct them from a later progress payment. EXA-4 STOP PAYMENT NOTICE In addition to other amounts properly withheld under this article or under other provisions of the Contract, OCSD shall retain from progress payments otherwise due the CONTRACTOR an amount equal to one hundred twenty-five percent (125%) of the amount claimed under any stop payment notice under Civil Code §9350 et. seq. or other lien filed against the CONTRACTOR for labor, materials, supplies, equipment, and any other thing of value claimed to have been furnished to and/or incorporated into the Work; or for any other alleged contribution thereto. In addition to the foregoing and in accordance with Civil Code §9358 OCSD may also satisfy its duty to withhold funds for stop payment notices by refusing to release funds held in escrow pursuant to public receipt of a release of stop payment notice executed by a stop payment notice claimant, a stop payment notice release bond, an order of a court of competent jurisdiction, or other evidence satisfactory to OCSD that the CONTRACTOR has resolved such claim by settlement. EXA-5 PAYMENT TO SUBCONTRACTORS Requirements 1. The CONTRACTOR shall pay all Subcontractors for and on account of Work performed by such Subcontractors, not later than seven (7) days after receipt of each progress payment as required by the California Business and Professions Code §7108.5. Such payments to Subcontractors shall be based on the measurements and estimates made pursuant to article progress payments provided herein. 2. Except as specifically provided by law, the CONTRACTOR shall pay all Subcontractors any and all retention due and owing for and on account of Work performed by such Subcontractors not later than seven (7) days after CONTRACTOR'S receipt of said retention proceeds from OCSD as required by the California Public Contract Code §7107. EXA-6 PAYMENT OF TAXES Unless otherwise specifically provided in this Contract, the Contract Price includes full compensation to the CONTRACTOR for all taxes. The CONTRACTOR shall pay all federal, state, and local taxes, and duties applicable to and assessable against any Work, including but not limited to retail sales and use, transportation, export, import, business, and special taxes. The CONTRACTOR shall ascertain and pay the taxes when due. The CONTRACTOR will maintain auditable records, subject to OCSD reviews, confirming that tax payments are current at all times. C-EXA-080414 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 3 of 8 EXA-7 FINAL PAYMENT After Final Acceptance of the Work, as more particularly set forth in the General Conditions, "Final Acceptance and Final Completion", and after Resolution of the Board authorizing final payment and satisfaction of the requirements as more particularly set forth in General Conditions — "Final Payment", a final payment will be made as follows: 1. Prior to Final Acceptance, the CONTRACTOR shall prepare and submit an application for Final Payment to OCSD, including: a. The proposed total amount due the CONTRACTOR, segregated by items on the payment schedule, amendments, Change Orders, and other bases for payment; b. Deductions for prior progress payments; c. Amounts retained; d. A conditional waiver and release on final payment for each Subcontractor (per Civil Code Section 8136); e. A conditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8136); f. List of Claims the CONTRACTOR intends to file at that time or a statement that no Claims will be filed, g. List of pending unsettled claims, stating claimed amounts, and copies of any and all complaints and/or demands for arbitration received by the CONTRACTOR; and h. For each and every claim that resulted in litigation or arbitration which the CONTRACTOR has settled, a conformed copy of the Request for Dismissal with prejudice or other satisfactory evidence the arbitration is resolved. 2. The application for Final Payment shall include complete and legally effective releases or waivers of liens and stop payment notices satisfactory to OCSD, arising out of or filed in connection with the Work. Prior progress payments shall be subject to correction in OCSD's review of the application for Final Payment. Claims filed with the application for Final Payment must be otherwise timely under the Contract and applicable law. 3. Within a reasonable time, OCSD will review the CONTRACTOR'S application for Final Payment. Any recommended changes or corrections will then be forwarded to the CONTRACTOR. Within ten (10) calendar days after receipt of recommended changes from OCSD, the CONTRACTOR will make the changes, or list Claims that will be filed as a result of the changes, and shall submit the revised application for Final Payment. Upon C-EXA-080414 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 4 of 8 acceptance by OCSD, the revised application for Final Payment will become the approved application for Final Payment. 4. If no Claims have been filed with the initial or any revised application for Final Payment, and no Claims remain unsettled within thirty-five (35) calendar days after Final Acceptance of the Work by OCSD, and agreements are reached on all issues regarding the application for Final Payment, OCSD, in exchange for an executed release, satisfactory in form and substance to OCSD, will pay the entire sum found due on the approved application for Final Payment, including the amount, if any, allowed on settled Claims. 5. The release from the CONTRACTOR shall be from any and all Claims arising under the Contract, except for Claims that with the concurrence of OCSD are specifically reserved, and shall release and waive all unreserved Claims against OCSD and its officers, directors, employees and authorized representatives. The release shall be accompanied by a certification by the CONTRACTOR that: a. It has resolved all Subcontractors, Suppliers and other Claims that are related to the settled Claims included in the Final Payment; b. It has no reason to believe that any party has a valid claim against the CONTRACTOR or OCSD which has not been communicated in writing by the CONTRACTOR to OCSD as of the date of the certificate; c. All warranties are in full force and effect, and; d. The releases and the warranties shall survive Final Payment. 6. If any claims remain open, OCSD may make Final Payment subject to resolution of those claims. OCSD may withhold from the Final Payment an amount not to exceed one hundred fifty percent (150%) of the sum of the amounts of the open claims, and one hundred twenty-five percent (125%) of the amounts of open stop payment notices referred to in article entitled stop payment notices herein. 7. The CONTRACTOR shall provide an unconditional waiver and release on final payment from each Subcontractor and Supplier providing Work under the Contract (per Civil Code Section 8138) and an unconditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8138)within thirty (30) days of receipt of Final Payment. EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT Notwithstanding OCSD's acceptance of the application for Final Payment and irrespective of whether it is before or after Final Payment has been made, OCSD shall not be precluded from subsequently showing that: 1. The true and correct amount payable for the Work is different from that previously accepted; C-EXA-080414 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 5 of 8 2. The previously-accepted Work did not in fact conform to the Contract requirements, or; 3. A previous payment or portion thereof for Work was improperly made. OCSD also shall not be stopped from demanding and recovering damages from the CONTRACTOR, as appropriate, under any of the foregoing circumstances as permitted under the Contract or applicable law. C-EXA-080414 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 6 of 8 ATTACHMENT 1 — CERTIFICATION FOR REQUEST FOR PAYMENT I hereby certify under penalty of perjury as follows: That the claim for payment is in all respects true, correct; that the services mentioned herein were actually rendered and/or supplies delivered to OCSD in accordance with the Contract. I understand that it is a violation of both the federal and California False Claims Acts to knowingly present or cause to be presented to OCSD a false claim for payment or approval. A claim includes a demand or request for money. It is also a violation of the False Claims Acts to knowingly make use of a false record or statement to get a false claim paid. The term "knowingly" includes either actual knowledge of the information, deliberate ignorance of the truth or falsity of the information, or reckless disregard for the truth or falsity of the information. Proof of specific intent to defraud is not necessary under the False Claims Acts. I understand that the penalties under the Federal False Claims Act and State of California False Claims Act are non-exclusive, and are in addition to any other remedies which OCSD may have either under contract or law. I hereby further certify, to the best of my knowledge and belief, that: 1. The amounts requested are only for performance in accordance with the Specifications, terms, and conditions of the Contract; 2. Payments to Subcontractors and Suppliers have been made from previous payments received under the Contract, and timely payments will be made from the proceeds of the payment covered by this certification; 3. This request for progress payments does not include any amounts which the prime CONTRACTOR intends to withhold or retain from a Subcontractor or Supplier in accordance with the terms and conditions of the subcontract; and 4. This certification is not to be construed as Final Acceptance of a Subcontractor's performance. Name Title Date C-EXA-080414 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 7 of 8 ATTACHMENT 2 —SCHEDULE OF PRICES See next pages for Bid Submittal Forms (Griffith Company). BF-14 Schedule of Prices, Page 1 - 3 C-EXA-080414 PROJECT NO. 2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL CONFORMED Page 8 of 8 Bid Submitted By: Griffith Company (Name of Finn) BF-14 SCHEDULE OF PRICES INSTRUCTIONS A. General For Unit Prices, it is understood that the following quantities are approximate only and are solely for the purpose of estimating the comparison of Bids, and that the actual value of Work will be computed based upon the actual quantities in the completed Work,whether they be more or less than those shown. CONTRACTOR's compensation for the Work under the Contract Documents will be computed based upon the lump sum amount of the Contract at time of award, plus any additional or deleted costs approved by OCSD via approved Change Orders, pursuant to the Contract Documents. Bidder shall separately price and accurately reflect costs associated with each line item, leaving no blanks. Any and all modifications to the Bid must be initialed by an authorized representative of the Bidder in accordance with the Instructions to Bidders, Preparation of Bid. Bidders are reminded of Instruction to Bidders, Discrepancy in Bid Items,which, in summary, provides that the total price for each item shall be based on the Unit Price listed for each item multiplied by the quantity; and the correct Total Price for each item shall be totaled to determine the Total Amount of Bid. All applicable costs including overhead and profit shall be reflected in the respective unit costs and the TOTAL AMOUNT OF BID. The Bid price shall include all costs to complete the Work, including profit overhead etc unless otherwise specified in the Contract Documents. All applicable sales taxes state and/or federal and any other special taxes, patent rights or royalties shall be included in the prices quoted in this Bid. B. Basis of Award AWARD OF THE CONTRACT WILL BE MADE ON THE BASIS OF THE LOWEST RESPONSIVE AND RESPONSIBLE BID. Note 1: Base Bid. Includes all costs necessary to furnish all labor, materials, equipment and services for the construction of the Project per the Contract Documents. Bidders shall accurately reflect the cost to perform the Work. OCSD may reject unbalanced Bids. Refer to Part 2—INSTRUCTIONS TO BIDDERS. BF-14 SCHEDULE OF PRICES C-BF-121817 PROJECT NO.2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL Page 1 of 3 Bid Submitted By: Griffith Company (Name of Firm) EXHIBIT A SCHEDULE OF PRICES BASE BID ITEMS (Refer to Note 1 in the Instructions): Item Description Measurement ofent A Qty x Unit Price Extended Price 1. Mobilization: Furnish all labor, materials and equipment and other activities required for Mobilization as described in Division 01, Section Lump Sum 1 = $ 120,000.00 01155 and in conformance with the Contract Documents for the lump sum price of... 2. Rock Removal: Furnish all labor, materials, equipment and services necessary for the Rock Removal as described in Division 01, Section Ton 22,000 x $-I LI _ $ uu o� 01155 and in conformance with the Contract Documents for the unit / price and the total price of... 3. Weigh Station, Revegetation, Pollution Control,Traffic Control: Furnish all labor, materials, equipment and services necessary for the Weigh Station, Revegetation, Pollution Control,Traffic Control as Lump Sum 1 = $ '(90 coo,— described in Division 01, Section 01155 and in conformance with the Contract Documents for the lump sum price of... 4. Permits(Allowance): Furnish all labor, materials, equipment and services necessary for the Caltrans Encroachment Permit Fee, BNSF Railroad Railmaster Fee, County of Orange Property Permits Allowance 1 = $ 50,000.00 Encroachment Permit Fee, Cities of Anaheim,Yorba Linda, and Corona Construction Permit Fee as described in Division 01, Section 01155 and in conformance with the Contract Documents. BF-14 SCHEDULE OF PRICES C-BF-121817 PROJECT NO.2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL Page 2 of 3 Bid Submitted By: (Name of Firm) EXHIBIT A SCHEDULE OF PRICES (continued) Item Description Unit of Approx Unit Price Extended Price No. Measurement Qty 5. All Other Portions of the Work set forth in the Contract Documents except for the Work performed in Bid Items 1 through 4 inclusive Lump Sum 1 and Bid Item 6: as described in Division 01, Section 01155 and in conformance with the Contract Documents for a lump sum price of.... 6. Demobilization: including final progress payment, clean-up and restoration of the project site as described in Division 01, Section 01155 Lump Sum 1 = $ 40,000.00 and in conformance with the Contract Documents for a lump sum price of... TOTAL AMOUNT OF BID (BASIS OF AWARD) $ BF-14 SCHEDULE OF PRICES C-BF-121817 PROJECT NO.2-41-8 SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL Page 3 of 3 OPERATIONS COMMITTEE Meeting Date To Dir. 09/05/18 09/9/26/18 AGENDA REPORT Item Number Item Number 15 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: LEASE PACIFIC STREET PROPERTY AND AMEND BANDILIER CIRCLE PROPERTY LEASE GENERAL MANAGER'S RECOMMENDATION A. Authorize the execution of an amendment to the existing lease with the Chefs' Toys, LLC, a wholly-owned subsidiary of TriMark USA, LLC for the real property at 18484 Bandilier Circle in Fountain Valley, in a form approved by General Counsel. B. Authorize the execution of a lease with Chefs' Toys, LLC, a wholly-owned subsidiary of TriMark USA, LLC for the Orange County Sanitation District's real property at 18475 Pacific Street, Fountain Valley, for a term commencing on September 27, 2018 and ending September 30, 2019, in a form approved by General Counsel; and BACKGROUND In November 2016, the Orange County Sanitation District (Sanitation District) Board of Directors approved the purchase of the properties at 18475 Pacific Street and 18484 Bandilier Circle, Fountain Valley. Staff was approached with an unsolicited offer from Chefs' Toys, LLC, represented by Lee and Associates, through the Sanitation District's representative, Cushman and Wakefield, to lease the warehouse space at 18484 Bandilier Circle for a term just over 19 months. The proposed amendment will extend the lease an additional 6 months, through September 30, 2019. Chefs' Toys, LLC, has expressed interest in leasing Sanitation District's real property at 18475 Pacific Street, which is located adjacent to the Bandilier Circle property. The proposed lease will also end September 30, 2019. RELEVANT STANDARDS • Protect Orange County Sanitation District assets • Maintain collaborative and cooperative relationships with regulators, stakeholders, and neighboring communities Page 1 of 3 PROBLEM Vacant properties require maintenance and invite opportunities for vandalism. PROPOSED SOLUTION Leasing the buildings will generate revenue to offset maintenance costs, increase visibility of activity, and discourage vandalism and loitering. The tenant would be responsible for property security, graffiti removal, and general housekeeping. TIMING CONCERNS The proposed tenant has requested possession of the property as soon as possible. RAMIFICATIONS OF NOT TAKING ACTION Loss of revenue from the lease and potential incidents of vandalism. PRIOR COMMITTEE/BOARD ACTIONS August 2017 - Approved the Lease Agreement with the Dickler Corporation, DBA Chefs' Toys, for Orange County Sanitation District's real property located at 18484 Bandilier Circle, Fountain Valley, California, in an as-is condition, commencing August 24, 2017 through March 31 , 2019, at a lease rate of$13,500 per month for the first 12 months, and increasing to $15,000 per month for the balance of the term, in a form approved by General Counsel. November 2016 -Approved of the following actions relating to the transaction of purchase of certain real property interests at 18475 Pacific Street and 18484 Bandilier Circle from Bender Properties and authorize the General Manager and General Counsel to: A. Approve the Preliminary Title Report and the exceptions set forth therein, as provided in the Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate (Purchase Agreement); and B. Execute the following: 1. Title Approval Letter; 2. Preliminary Change of Ownership Report; 3. Deeds and other evidences of title to the parcel of property that are the subject of the Purchase Agreement; 4. Acceptance of the Grant Deed to certain real property from Bender Properties; 5. Approved Estimated Closing Statement; 6. Seller's Mandatory Disclosure Statement acknowledging receipt of this document; 7. Property Information Sheet acknowledging receipt of this document; 8. Natural Hazard Disclosure Report acknowledging receipt of this document; and 9. Any and all other instruments related to the transaction. Page 2 of 3 ADDITIONAL INFORMATION The Bandilier property lease rate was $13,500 per month for the first 12 months, increasing to $15,000 per month for the balance of the term. The revenue from the original 19-month lease was projected to be $270,483.87. The proposed lease amendment, which will extend the lease an additional six months through September 30, 2019 will generate an additional $90,000, for a total of$360,483.87. The lease rate for the Pacific property will generate $7,500 per month for an estimated 12-month period, through September 30, 2019. The total revenue from the Pacific Street building is projected at $90,000. The Sanitation District will provide a one-time commission fee of 6% of the $90,000 total lease value for the Pacific property and 6% of the additional 6-month lease value of $90,000 for the amended Bandilier property lease, for a combined total commission of $10,800 with an agreed upon split between the two Real Estate firms. CEQA N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • First Amendment to the Sanitation District Commercial Lease — Bandilier property lease by and between the Sanitation District and Chefs' Toys • OCSD Commercial Lease— Pacific Property Lease by and between the Sanitation District and Chefs' Toys, LLC. AC:sa:gc Page 3 of 3 FIRST AMENDMENT TO OCSD COMMERCIAL LEASE—BANDILIER PROPERTY LEASE BY AND BETWEEN THE ORANGE COUNTY SANITATION DISTRICT AND CHEFS'TOYS, LLC This First Amendment to the OCSD Commercial Lease—Bandilier Property Lease By and Between the Orange County Sanitation District and Chefs'Toys, LLC is entered into this_day of September, 2018 ("Effective Date"), by and between the Orange County Sanitation District(the"Lessor")and Chefs'Toys, LLC a wholly-owned subsidiary of TriMark USA, LLC(the"Lessee"). The Lessor and Lessee are sometimes collectively referred to herein as the"Parties,"and individually referred to as each"Party." RECITALS WHEREAS, on August 24, 2017,the Lessor and Lessee entered into a Lease("Lease")for the rental of the real property identified as 18484 Bandilier Circle in Fountain Valley, California, 92708, (the"Premises"); and WHEREAS, the Lease allowed a rental term of 19 months and eight days,terminating on March 31, 2019; and WHEREAS, during the existing Lease,the Lessee was acquired by TriMark USA, LLC, and is currently operating as Chefs'Toys, LLC, a California limited liability company and wholly-owned subsidiary of TriMark, but continuing to operate in substantially the same manner as when the Lease was originally executed; and WHEREAS, on July 5, 2018,the Lessee requested to expand the area of the building leased and extend the term of the Lease, and the Seller has agreed;and WHEREAS,the Parties intend to execute a separate commercial lease agreement for the expansion but now desire to extend the term of the existing Lease; NOW,THEREFORE, the Parties agree to amend the OCSD Commercial Lease—Bandilier Property Lease By and Between the Orange County Sanitation District and the Dickler Corporation, dba Chef's Toys as follows: AGREEMENT 1. The Recitals above are deemed true and correct, are hereby incorporated in this Amendment as though fully set forth herein,and the Parties acknowledge and agree that they are bound by the same. 2. Section 1.3 of the Lease is amended to read as follows to reflect the extended term of the Lease: 1.3 Term: Twenty-five(25)months and eight(8)days("Original Term") commencing on August 24, 2017 ("Commencement Date")and ending September 30, 2019 ("Expiration Date"). 3. Section 1.4 is amended to read as follows: 1.4 Rent: Lessee shall pay to Lessor rent on a modified gross basis in the amount of$15,000 per month ("Monthly Base Rent")which excluded payments for building utility costs, security, and janitorial costs, all of which are the responsibility of the Lessee.All monetary obligations of Lessee to Lessor as described in this Paragraph are deemed to be and shall be referred to herein as rent("Rent"). 4. Section 1.7(b)is amended to read as follows: 1.7 Real Estate Brokers: (b) Payment to Brokers: Upon execution and delivery of this First Amendment by both parties, Lessor shall pay a total brokerage fee of six percent(6%)of the total Monthly Base Rent Payable for the extended term of the Lease (April 1, 2019 through and including Expiration Date),which shall be divided three and one quarter percent(3.25%) to Lessee's Broker,for the brokerage services rendered by the Lessee's Broker,and two 1334084.1 and three quarters percent(2.75%)to Lessor's Broker for the brokerage services rendered by Lessor's Broker. 5. Except as expressly provided herein, this First Amendment does not modify the Lease. 6. This First Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement. IN WITNESS WHEREOF,intending to be legally bound,the Parties hereto have caused this First Amendment to be signed by the duly authorized representatives as of the day and year last signed below. Orange County Sanitation District Chefs'Toys, LLC Gregory C. Sebourn, PLS Date President Date Chairman, Board of Directors Kelly A. Lore, MMC Date Name/Title Date Clerk of the Board Approved as to Form: Bradley R. Hogin, General Counsel 1334084.1 OCSD COMMERCIAL LEASE- PACIFIC PROPERTY LEASE BY AND BETWEEN THE ORANGE COUNTY SANITATION DISTRICT AND CHEFS'TOYS, LLC 1. General Provisions("General Provisions"). 1.1. Parties: This Lease ("Lease"), entered into this TWENTY-SEVENTH day of September 2018, is made by and between the Orange County Sanitation District("Lessor") and Chefs' Toys, LLC, a wholly-owned subsidiary of TriMark USA, LLC("Lessee").Lessor and Lessee shall be referred to herein collectively as the"Parties,"or individually as a"Party". 1.2. Premises: That certain real property, including all improvements thereon, under the terms of this Lease,and commonly known as 18475 Pacific Street,located in the City of Fountain Valley,County of Orange, State of California, comprised of a part of a commercial building measuring approximately 24,196 square feet ("Premises"), a depiction of which is attached hereto as Attachment 1." 1.3. Term:Twelve(12)months and four(4)days("Original Term")commencing on September 27,2018 ("Commencement Date")and ending September 30, 2019("Expiration Date"). 1.4. Rent: Lessee shall pay to Lessor base rent in the amount of$7,500 per month("Monthly Base Rent") which excludes payments for building utility costs, security, and janitorial costs, all of which are the responsibility of the Lessee. All monetary obligations of Lessee to Lessor as described in this Paragraph are deemed to be and shall be referred to herein as rent("Rent"). 1.5. Initial Rent and Security Deposit Paid Upon Execution: Lessee shall deposit with Lessor the Monthly Base Rent for last four(4)days of September 2018,and the Monthly Base Rent for October 2018 in the total amount of eight thousand,five hundred dollars($8,500.00)and a Security Deposit in the amount of seven thousand, five hundred dollars ($7,500.00) ("Security Deposit") upon execution of the Lease Agreement. 1.6. Agreed Use: Lessor agrees to Lease the Premises to Lessee for the sole purpose of a warehouse for storage of restaurant equipment and for any related uses thereto. (See also Paragraph 5). Any and all public uses,warehouse sales, or public cash and carry sales are strictly prohibited. 1.7. Real Estate Brokers: (a) Representation: The following real estate brokers represent Lessee exclusively ("Lessee's Broker"). Lessee's Broker can be contacted at: Brokerage Firm: Lee&Associates Attn: Jim Snyder Title: Senior Vice President Address: 100 Bayview Circle Newport Beach, CA 92660 Telephone: (949)724-4731 Facsimile: (949)623-6331 Federal ID No: 01197433 Broker/Agent DRE Lic. #00872220 The following real estate brokers (Lessor's Brokers) represent Lessor exclusively ("Lessor's Broker"). Lessor's Broker can be contacted at: Brokerage Firm: Cushman &Wakefield Attn: John Gallivan Title: Executive Director Address: 18111 Von Karman Avenue Irvine, CA 92612 Telephone: (949)955-7647 Facsimile: (949)474-0405 Federal ID No: 13-2899582 Broker/Agent DRE Lic. #01096309 1334290.1 (b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay a total brokerage fee of six percent(6%)of the total Monthly Base Rent payable for the Original Term which shall be divided three and one quarter percent (3.25%) to Lessee's Broker, for the brokerage services rendered by Lessee's Broker, and two and three quarters percent (2.75%) to Lessor's Broker for the brokerage services rendered by Lessor's Broker. 2. Premises. 2.1. Leasing. Lessor hereby leases to Lessee,and Lessee hereby leases from Lessor,the Premises,for the Term, at the Rent, and upon all of the terms, covenants and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in the marketing of the Premises,the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment should the actual size be determined to be different.Lessee is to verify the actual size of the Premises prior to executing this Lease. 2.2. Condition. Lessee acknowledges and accepts the Premises in an "AS-IS" condition. Unless otherwise stated in Paragraph 2.5 herein, Lessor shall deliver the Premises to Lessee in an "AS- IS" Condition on the Commencement Date so long as the required service contracts described in Paragraph 6.1(b) below are obtained by Lessee and in effect within thirty days of the Commencement Date. Lessor makes no warranties (a) that the existing electrical, plumbing, fire sprinkler, lighting, heating,ventilating and air conditioning systems("HVAC"), loading doors, sump pumps,if any, roofing,and all other such elements in the Premises,are in good operating condition on said Commencement Date, (b) that the structural elements of the roof, bearing walls and foundation of any buildings on the Premises (the"Building")are free of material defects, or(c)that the Premises do not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal law. 2.3. No Warranties.Lessor makes no warranties concerning the improvements on the Premises. Lessee shall be responsible for any modifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee's use, or to any Alterations or Utility Installations (as defined in Paragraph 6.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the Applicable Requirements, and especially the zoning, are appropriate for Lessee's intended use, and acknowledges that past uses of the Premises may no longer be allowed. If Lessee is required to make any changes or modifications to the Premises so as to comply with building codes, applicable laws, covenants or restrictions of record, regulations and ordinances during the Term of this Lease ("Capital Expenditure"), Lessee shall be fully responsible for the cost thereof. 2.4. Acknowledgements. Lessee acknowledges that: (a) it has been given an opportunity to inspect, evaluate and measure the Premises, (b)it has been advised by Lessor and/or Brokers to satisfy itself with respect to the size and condition of the Premises(including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with applicable laws and regulations and the Americans with Disabilities Act), and the suitability of the Premises for Lessee's intended use, (c) Lessee has made such investigation and evaluation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relates to its occupancy and use of the Premises,(d)Lessee is not relying on any representation as to the size or condition of the Premises made by Brokers or Lessor, (e) the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein,and(f)neither Lessor, Lessor's agents, nor Brokers have made any oral or written representations or warranties with respect to the above referenced matters other than as set forth in this Lease. In addition,Lessor acknowledges that:(i) Brokers have made no representations, promises or warranties concerning Lessee's ability to honor the Lease or Lessee's suitability to occupy the Premises;and(ii)it is Lessor's sole responsibility to investigate the financial capability and/or suitability of Lessee. 2.5. Lessor's Responsibility. Lessor is leasing the Premises in an "AS-IS" condition. Lessor takes no responsibility for the condition of the Premises or any repairs or maintenance required for the allowed use of the Premises by Lessee. Unless otherwise specified herein, Lessor shall not be responsible for any other repairs or improvements to the Premises. 2.6. Lessee's Responsibility.Lessee is leasing the Premises in an"AS-IS"condition.Lessee may repair and maintain the Premises at its own cost. 1334290.1 3. Term. 3.1. Term.The Commencement Date, Expiration Date, and Original Term of this Lease are as specified in Paragraph 1.3. Lessor and Lessee may mutually agree in writing, signed by both Parties, to terminate this Lease prior to the Expiration Date. 3.2. Delay In Possession. If Lessor is unable to deliver possession by the Commencement Date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or change the Expiration Date. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premises 3.3. Lessee Compliance. Lessor shall not be required to deliver possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Commencement Date, including the payment of Rent, notwithstanding Lessor's election to withhold possession pending receipt of such evidence of insurance. Furthermore, if Lessee is required to perform any other conditions prior to or concurrent with the Commencement Date, the Commencement Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied. 3.4. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Lessee continues to occupy the Premises beyond the expiration or termination of the Lease, then Lessee shall become a tenant-at-sufferance only, and the Base Rent shall be increased to either 150%of the Base Rent applicable immediately preceding the expiration or termination of the Lease, or 150% of the market rental rate for the Premises, whichever is greater. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee, and Lessee shall be responsible for all damages to Lessor caused by any such holdover(including consequential damages). 4. Rent. 4.1. Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease as set forth in Paragraph 1.4 herein are deemed to be Rent. 4.2. Payment. Lessee shall pay Lessor Rent on or before the day on which it is due, which is no later than the first day of each month.All Rent payments shall be made in the amounts stated in Section1.4 above. Rent for any period during the Term of this Lease, which is for less than one full calendar month,shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at: Orange County Sanitation District Attn:Angela Brandt Post Office Box 8127 Fountain Valley, CA 92728-8127 Lessor may, from time to time, designate in writing a different person or place to make payments. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor's rights to the balance of such Rent, regardless of Lessor's endorsement of any check so stating. In the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of$25 in addition to any Late Charge, and Lessor, at its option, may require all future Rent be paid by cashier's check. Payments will be applied first to accrued late charges and attorneys' fees, second to accrued interest, then to Base Rent, and any remaining amount to any other outstanding charges or costs. 4.3. Late Charge. Lessee acknowledges that late payment of Rent or other sums due will cause Lessor to incur costs, the exact amount of which will be difficult to ascertain. Accordingly, if any Rent payment or any other sum due from the Lessee is not received by Lessor within ten (10) days of the date on which it is due, Lessee shall pay to Lessor, in addition to the Rent due and any other amounts owing, the lesser of the maximum amount allowed by law or ten percent (10%) of such overdue amount. In addition, Lessee shall pay Lessor any attorneys'fees or notice/process service fees incurred by Lessor by reason of Lessee's failure to pay Rent or other charges when due hereunder. In addition, all unpaid amounts shall accrue interest at the lesser of the maximum rate allowed by law or 10% per annum until paid. 1334290.1 5. Use. 5.1. Use. Lessee shall use and occupy the Premises only for the Agreed Use,or any other legal use which is reasonably comparable to the Agreed Use,and for no other purpose.Lessee shall not cause or permit the Premises to be used in any way which (i) constitutes a violation of any law, ordinance, or governmental regulation or order regulating the manner of use by Lessee of the Premises (including, without limitation,any law ordinance,regulation or order relating to Hazardous Materials),(ii)constitutes a nuisance or waste,or(iii)increases the cost of any insurance relating to the Premises paid by Lessor. Lessee shall obtain,at its sole cost and expense,all governmental permits, licenses and authorizations of whatever nature required by any governmental agencies having jurisdiction over Lessee's use of the Premises. Further, Lessee, at its sole cost, will comply with all applicable governmental laws and regulations in connection with its operations within the City of Fountain Valley. Lessee will also comply with any and all reasonable rules and regulations promulgated by Lessor. No signage shall be installed on the Premises or within the City of Fountain Valley without receipt of the prior written approval of Lessor. Other than guide,signal and seeing-eye dogs, Lessee shall not keep or allow in the Premises any pets,animals, birds,fish,or reptiles. 5.2. Hazardous Substances. (a) Reportable Uses Require Consent.The term"Hazardous Substance"as used in this Lease shall mean flammable items, explosives, radioactive materials, hazardous or toxic substances, material or waste or related materials, including any substances defined as or included in the definition of "hazardous substances", "hazardous wastes", "hazardous materials" or "toxic substances" now or subsequently regulated under any applicable federal, state or local laws or regulations, including without limitation petroleum-based products, hydrocarbons, gasoline, and/or crude oil, paints, solvents, lead, cyanide, DDT, acids, pesticides, ammonia compounds and other chemical products, asbestos, PCBs and similar compounds, by-products or fractions thereof, and including any different products and materials which are subsequently found to have adverse effects on the environment or the health and safety of person, and any product,substance,or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee's expense) with all applicable laws and regulations. "Reportable Use" shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from,or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and/or (iii)the presence at the Premises of a Hazardous Substance with respect to which any applicable laws and requires that a notice be given to persons entering or occupying the Premises or neighboring properties.Notwithstanding the foregoing,Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, ordinary office supplies (copier toner, liquid paper, glue, etc.)and common household cleaning materials, so long as such use is in compliance with all applicable laws and regulations, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before the expiration or termination of the Lease) of protective modifications (such as concrete encasements). (b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in,on,under or about the Premises,other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance. (c) Lessee Remediation.Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system)and shall promptly,at Lessee's sole expense,comply with all applicable laws 1334290.1 and regulations and take all investigatory and/or remedial action reasonably recommended,whether or not formally ordered or required,for the cleanup of any contamination of,and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease,by or for Lessee,or any third party.The obligations contained in this Paragraph shall survive the expiration or termination of this Lease. (d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its directors,officers,agents,employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys'and consultants'fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from adjacent properties not caused or contributed to by Lessee).Lessee's obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by both Parties in writing at the time of such agreement. (e) Lessor Indemnification. Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, claims, and/or actions, including the cost of remediation, which result from Hazardous Substances which existed on the Premises prior to Lessee's occupancy or which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor's obligations,as and when required by the applicable laws and regulations,shall include,but not be limited to,the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. (f) Investigations and Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessee's occupancy, unless such remediation measure is required as a result of Lessee's use (including"Alterations", as defined in paragraph 6.3(a) below)of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities. 5.3. Lessee's Compliance with Applicable Laws and Regulations. Except as otherwise provided in this Lease,Lessee shall,at Lessee's sole expense,fully,diligently and in a timely manner,materially comply with federal, state, and local laws, regulations, and ordinances ("Applicable Requirements"), the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Lessor's engineers and/or consultants,without regard to whether such Applicable Requirements are now in effect or become effective after the Commencement Date. Lessee shall, within 10 days after receipt of Lessor's written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee's compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning,complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements. Likewise, Lessee shall immediately give written notice to Lessor of: (i)any water damage to the Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold;or(ii)any mustiness or other odors that might indicate the presence of mold in the Premises. 5.4. Inspection; Compliance. Lessor and Lessor's agents and/or consultants shall have the right to enter into and upon the Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable notice,for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor. In the event an inspection is required as a result of a violation of Applicable Requirements, or a Hazardous Substance on, in, under, or upon the Premises is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority, Lessee shall upon written request by Lessor, reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation or contamination. In addition, Lessee shall provide 1334290.1 copies of all relevant material safety data sheets (MSDS)to Lessor within 10 days of the receipt of a written request therefor. 6. Maintenance; Repairs, Utility Installations; Trade Fixtures and Alterations. 6.1. Lessee's Obligations. (a) Unless otherwise expressly provided for herein, Lessee shall be responsible for utility costs for electricity and water and shall provide its own security for the Premises, and, at Lessee's sole expense, keep the Premises, Utility Installations(intended for Lessee's exclusive use, no matter where located), and Alterations in good order, condition and repair (whether or not the portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee's use or any prior use), including, but not limited to, all equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, fire protection system, fixtures, walls (interior and exterior), foundations, ceilings, roofs, roof drainage systems, floors, windows, doors, plate glass,skylights, landscaping,driveways, parking lots,fences, retaining walls,signs,sidewalks and parkways located in,on, or adjacent to the Premises. Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices, specifically including the procurement and maintenance of the service contracts required by Paragraph 6.1(b) below. Lessee's obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair. Lessee shall, during the term of this Lease, keep the exterior appearance of the Building in a first-class condition (including, e.g. graffiti removal) consistent with the exterior appearance of other similar facilities of comparable age and size in the vicinity, including, when necessary,the exterior repainting of the Building.Lessee may,upon written consent of Lessor,make changes and/or alternations to the interior and exterior portions of the Building consistent with all Applicable Requirements. Lessee may return the Premises in the same condition as received. Lessee is not responsible for any structural failure or subfloor plumbing failure if failure is related solely to age and/or circumstances entirely outside of Lessee's control. (b) Service Contracts. Lessee shall, at Lessee's sole expense, procure and maintain contracts, with copies to Lessor, with contractors specializing and experienced in the maintenance of the following equipment and improvements, if any, if and when installed on the Premises: (i) HVAC equipment, (ii) fire extinguishing systems, including fire alarm and/or smoke detection, (iii) landscaping and irrigation systems, (iv) roof covering and drains, and (v) clarifiers. However, Lessor reserves the right, upon written notice to Lessee, to procure and maintain any or all of such service contracts,and Lessee shall reimburse Lessor, upon demand,for the cost thereof. (c) Failure to Perform. If Lessee fails to perform Lessee's obligations under this Paragraph 6.1, Lessor may enter upon the Premises after 10 days' prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform such obligations on Lessee's behalf,and put the Premises in good order,condition and repair,and Lessee shall promptly pay to Lessor a sum equal to 115%of the cost thereof. 6.2. Lessor's Obligations. Other than maintenance of landscaping or as expressly provided herein, it is intended by the Parties hereto that Lessor have no obligation or responsibility, in any manner whatsoever, to repair and maintain the Premises, or the equipment therein, all of which obligations are intended to be that of the Lessee. It is the intention of the Parties that the terms of this Lease govern the respective obligations of the Parties as to maintenance and repair of the Premises, and they expressly waive the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease. 6.3. Utility Installations; Trade Fixtures;Alterations. (a) Definitions. The term "Utility Installations" refers to all floor and window coverings, air and/or vacuum lines, power panels, electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, plumbing, and fencing in or on the Premises. The term "Trade Fixtures" shall mean Lessee's machinery and equipment that can be removed without doing material damage to the Premises.The term"Alterations"shall mean any modification of the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion. "Lessee Owned Alterations and/or Utility Installations" are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 6.4(a). 1334290.1 (b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor's prior written consent. Lessee may, however, make non-structural Alterations or Utility Installations to the interior of the Premises (excluding the roof) without such consent, but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof or any existing walls, will not affect the electrical, plumbing, HVAC, and/or life safety systems, and the cumulative cost thereof during this Lease as extended does not exceed a sum equal to 3 month's Base Rent in the aggregate or a sum equal to one month's Base Rent in any one year. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee's: (i)acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work,and (iii)compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as-built plans and specifications. For work which costs an amount in excess of one month's Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of such Alteration or Utility Installation. (c) Liens; Bonds. Lessee shall not permit to be placed against the Premises, or any part of the Premises, any mechanics', materialmen's, contractors', subcontractors' or other liens. Lessee shall indemnify, defend (with counsel acceptable to Lessor) and hold Lessor harmless from all liability for any and all liens, claims and demands, together with the costs of defense and reasonable attorneys'fees related to same. Lessor reserves the right,at any time and from time to time,to post and maintain on the Premises,any portion thereof or on the improvements on the Premises any notices of non-responsibility or other notice as may be desirable to protect Lessor against liability. In addition to and not in limitation of Lessor's other rights and remedies under this Lease, should Lessee fail, within ten (10) days of a written request from Lessor, to discharge any lien or claim related to Lessee's use of the Premises,or to indemnify, hold harmless and defend Lessor from and against any loss, damage, injury, liability or claim arising out of Lessee's use of the Premises as provided herein, then Lessor, at its option, may elect to pay any lien, claim, loss, demand, injury, liability or damages, or settle or discharge any action or satisfy any judgment and all costs, expenses and attorneys' fees incurred in doing so shall be paid to Lessor by Lessee upon written demand, together with interest thereon at the rate of ten percent (10%)per annum (but in no event more than the maximum interest rate permitted by law)from the date incurred or paid through and including the date of payment. If Lessee shall contest the validity of any such lien, claim or demand,then Lessee shall,at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessor's attorneys'fees and costs. 1334290.1 6.4. Ownership; Removal; Surrender; and Restoration. (a) Ownership. All Alterations and Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per paragraph 6.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall,at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises. (b) Removal. By written notice to Lessee from Lessor, no earlier than 90 days and not later than 30 days prior to the Expiration Date of the Lease, Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made without Lessor's consent as required herein. (c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order,condition and state of repair,ordinary wear and tear excepted."Ordinary wear and tear"shall not include any damage or deterioration that would have been prevented by good maintenance practice. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations,furnishings,and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party(except Hazardous Substances which were deposited via underground migration from areas outside of the Premises)even if such removal would require Lessee to perform or pay for work that exceeds statutory requirements.Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee.Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 6.4(c)without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 3.5. In the event Lessee makes any changes and/or alterations to the interior or exterior portions of the Building consistent with Applicable Requirements as provided in Paragraphs 6.1(a) and 6.3 (b), Lessee shall not be required to restore the Building to the original configuration upon the expiration or termination of this Lease. 7. Insurance; Indemnity. 7.1. Payment For Insurance. Except as expressly provided herein, Lessee shall provide and maintain at its own expense during the term of this Lease the following insurance covering its operations and activities under this Lease. Such insurance shall be provided with insurers licensed to do business in the State of California, with a rating of at least"A-VIII,"according to the latest Best's Key Rating Guide. Evidence of such insurance shall be delivered to Lessor on or before the effective date of this Lease. The Certificate of Insurance shall specifically identify this Lease and shall contain express conditions that Lessor is to be given at least thirty(30)days advance written notice by the insurer,of any material modification in or termination of insurance.Such insurance,shall be primary to and not contributing with any other insurance maintained by Lessor, and shall name the Lessor, and its directors,officers,agents and employees as additional insureds.Premiums for policy periods commencing prior to or extending beyond the Lease term shall be prorated to correspond to the Lease term. 7.2. Liability Insurance. (a) Carried by Lessee. Lessee shall obtain and provide during the Term of this Lease the following insurance: (i) General Liability Insurance.Comprehensive general liability insurance covering the Premises in contractual, broad form property damage, and personal injury, with a combined single limit of not less than two million dollars ($2,000,000.00) per occurrence.Lessee shall be responsible for the cost to obtain and provide General Liability Insurance coverage for the Premises. ("GL Insurance Coverage Cost"). The GL Insurance Coverage Cost stated herein does not include Lessee's responsibility for obtaining insurance coverage for Lessee's operations and activities, including but not limited to,Lessee's Utility Installations or Trade Fixtures.Lessee shall be solely responsible for all costs to obtain and provide insurance for Lessee's operations and activities. 1334290.1 (ii) Workers Compensation Insurance.Workers compensation insurance in an amount and form meeting all applicable requirements of the California Labor Code, covering all persons providing services by or on behalf of Lessee and all risks to such persons with a minimum limit of$1,000,000.00. (iii) Fire and Extended Coverage Insurance.A standard form all-risk policy for the actual cash value covering fire and extended coverage, theft, burglary, vandalism, malicious mischief, sprinkler leakage and other perils of direct physical loss or damage insuring the personal property,trade fixtures, equipment, and improvements of Lessee. (b) Carried by Lessor. Lessor shall pay any amount exceeding the GL Insurance Coverage Cost for the Premises up to but not exceeding three thousand dollars($3,000.00). Lessor shall not be responsible for paying any liability insurance coverage for Lessee's operations and activities, including, but not limited to Utility Installations and Trade Fixtures. Lessor may elect to maintain separate liability insurance, in addition to, and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein. (c)Proof of Coverage:The Vendor shall furnish OCSD 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 OCSD before work commences. OCSD reserves the right to require complete, certified copies of all required insurance policies, including endorsements, affecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 or other equivalent Certificate of Insurance form. • Additional Insured (ISO Form)CG2010 11 85 or 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 OCSD, and OCSD may reject alternatives that provide different or less coverage to OCSD. • Additional Insured Submit endorsement provided by carrier for OCSD approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. 7.3. Failure to Maintain Insurance.Failure by Lessee to procure or maintain required insurance as specified in Paragraph 7.2 above shall constitute an event of default, upon which Lessor may immediately terminate this Lease. Lessee's operations shall be subject to suspension by Lessor during any period Lessee fails to maintain required insurance in full force and effect. 7.4. Risk of Loss. Lessor shall not be liable for any injury to Lessee's business or loss of income therefrom or for injury to any person or for any damage to personal property, good, wares, or merchandise sustained by Lessee or others that are caused by any defects in said Premises, or any service facilities or due to the happening of an accident, including any damage caused by water,wind storm, or by any gas, steam, electrical wiring, sprinkler system, plumbing, heating or conditioning apparatus,or acts or omissions of co-Lessees or other occupants of the Premises,if any,or hereafter occurring therein or due to any part or appurtenance thereof, including any and all furniture,fixtures, and equipment of Lessee becoming out of repair, or from any act or omission of Lessee. 7.5. Waiver of Subrogation.Lessee hereby releases Lessor from liability and waives all right of recovery against Lessor for any loss in or about the Premises from perils insured against Lessor under its fire, property, or liability insurance contracts, including any all risk endorsements thereof,whether due to negligence or any other cause, provided that this Paragraph shall be inapplicable if it would have the effect, but only to the extent it would have the effect,of invalidating any insurance coverage of Lessor or Lessee. Nothing herein shall relieve Lessee of its obligation to request and procure,to the extent 1334290.1 available on a commercially reasonable basis,the necessary endorsements required to validly waive subrogation in accordance with this Paragraph. Lessee shall, at the request of Lessor, execute and deliver to Lessor a Waiver of Subrogation in the form and content as reasonably required by Lessor's insurance carrier. To the extent Lessee fails to maintain the insurance required under the terms of this Lease,such failure shall be a defense to any claim asserted by Lessee against Lessor by reason of any loss sustained by Lessee due to circumstances that would have been covered had such required insurance been maintained. 7.6. Lessor's Substitute Performance. If Lessee fails to procure, maintain and pay for, at the times and for the durations specified in this Lease, any insurance required by this Lease or fails to carry insurance required by law or governmental regulation, Lessor, at any time or from time to time and without notice, may, at its option, procure such insurance and pay the premiums therefore, in which event Lessee shall repay all sums so paid by Lessor, together with interest thereon as provided in the Lease,and any costs or expenses incurred by Lessor in connection therewith within ten(10)days following Lessor's written demand to Lessee for such payment. 7.7. Indemnity. Lessee,as a material part of the consideration to be rendered to Lessor, hereby agrees that it will defend (with counsel acceptable to Lessor), indemnify, and hold harmless Lessor and all of its directors, officers, employees, agents, and independent contractors thereof from any loss, damage, injury, accident, casualty, liability, claim, cost or expense (including, but not limited to, reasonable attorneys'fees)of any kind or character to any person or property(collectively,"Claims") arising from or related to Lessee's use and occupancy of the Premises, the conduct of Lessee's business, and/or any act or omission of Lessee, its employees, agents, contractors, or invitees. Lessee shall not be liable for such Claims to the extent and in the proportion that the same is ultimately determined to be attributable to the sole gross negligence or intentional misconduct of Lessor. Lessee hereby assumes all risk of damage to property or injury to person in or about the Premises from any cause, and Lessee hereby waives all claims in respect thereof against Lessor. Lessor shall not be liable for any loss or theft of any property on the Premises. The indemnity obligations contained herein under this Paragraph shall survive the expiration or termination of this Lease. 7.8. Exemption of Lessor and its Agents from Liability. Notwithstanding the sole gross negligence, intentional misconduct or breach of this Lease by Lessor or its agents,neither Lessor nor its directors, officers,employees,agents,and or independent contractors shall be liable under any circumstances for (i) injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee's employees,contractors, invitees,customers,or any other person in or about the Premises, whether such damage or injury is caused by or results from fire,steam,electricity,gas,water or rain, indoor air quality, the presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause,whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the building of which the Premises are a part, or from other sources or places, (ii) any damages arising from any act or neglect of any other Lessee of Lessor or from the failure of Lessor or its agents to enforce the provisions of any other lease, or(iii) injury to Lessee's business or for any loss of income or profit therefrom. Instead, it is intended that Lessee's sole recourse in the event of such damages or injury be to file a claim on the insurance policy(ies)that Lessee is required to maintain pursuant to the provisions of Paragraph 8 herein. 8. Damage or Destruction. 8.1. Insured Loss. In the event the Premises shall be totally or partially destroyed by a risk covered by insurance required by this Lease, Lessor shall be entitled to make the loss adjustment with the insurance company insuring the loss and receive payment of the proceeds of insurance. 8.2. Damage. If the damage to the Premises cannot lawfully and reasonably be repaired within thirty(30) days after the date of damage, this Lease may be terminated by written notice of either Party. If the Premises can reasonably be repaired within the thirty (30) day period, or if this Lease is not terminated in accordance with this provision, Lessee may opt to restore the Premises. In the event Lessee chooses to restore the Premises,said insurance proceeds, if any, shall be held by Lessor for the benefit of Lessee and shall be disbursed in installments as construction progresses for payment of the costs of restoration or reconstruction, upon satisfactory performance of the work required, and release of mechanics liens by all persons furnishing labor and materials thereon. If the insurance proceeds are insufficient to pay the actual costs of restoration or reconstruction, Lessee shall deposit the amount of the deficiency with Lessor upon demand by Lessor, and said sums shall be held for payment of said costs and disbursed in the manner heretofore provided. 1334290.1 8.3. Lessee Restoration. If Lessee elects to restore the Premises,written plans, specifications, and construction cost estimates for the restoration shall be prepared by Lessee and forwarded to Lessor for approval prior to the performance of any work. Said documents shall be prepared and submitted in a timely manner following adjustment of the loss and receipt of the proceeds of insurance by Lessor. The required construction shall be performed by Lessee and/or licensed and bonded contractor(s),who shall be required to carry comprehensive liability and property damage insurance, workers compensation insurance, and standard fire and extended coverage insurance, with vandalism and malicious mischief endorsements,during the period of construction, in amounts equal to insurance limits required herein,or in greater amounts if otherwise reasonably required by Lessor. Said construction shall be commenced promptly following approval by Lessor, the issuance of applicable permits and posting of the construction site by Lessor with notice of non-responsibility, and shall be diligently prosecuted to completion. All work shall be performed in accordance with the approved plans and specifications, unless changes are approved in writing, in advance, by Lessor. Lessee agrees that Lessor may have on the site at any time during the construction period, an inspector who shall have the right to access the Premises and the work occurring thereon. Lessee, at the commencement of the construction work, shall notify Lessor in writing of the identity, place of business, and telephone number or responsible person(s) in charge of construction. Lessee shall ensure that all construction shall be performed in a good and workmanlike manner. Upon completion of the restoration, Lessee shall immediately record a notice of completion with the Orange County Recorder. In the event Lessee makes any changes and/or alterations to the interior or exterior portions of the Building as provided in this Paragraph 8.3, Lessee shall not be required to restore the Building to the original configuration upon the expiration or termination of this Lease. 8.4. No Insurance Coverage. In the event the Premises shall be totally or partially destroyed by a risk for which insurance coverage is not required or provided herein, Lessor, in its sole discretion, may either restore the Premises or terminate this Lease by providing notice to Lessee. 8.5. Insurance Proceeds. If Lessee elects not to restore the Premises, the insurance proceeds shall be first used to demolish and clear the Premises.Thereafter,following Lessor's compensation for any amounts remaining owing to Lessor pursuant to this Lease, Lessee shall be entitled to the remainder of the insurance proceeds. 8.6. No Obligation of Lessor. Under no circumstances shall Lessor have any obligation to restore or reconstruct the Premises. In the event Lessor elects to repair any damage or destruction, such repair shall be to the Premises, but not Lessee's trade Fixtures or Lessee Owned Alternations and Utility Installations. 9. Real Property Taxes. 9.1. Definition.As used herein, the term "Real Property Taxes" shall include any form of assessment, including, but not limited to, real estate, general, special, ordinary or extraordinary,or rental levy or tax,any improvement bond,and/or license fee imposed upon or levied against any legal or equitable interest in the Premises by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Building address and where the proceeds so generated are to be applied by the city, county or other local taxing authority of a jurisdiction within which the Premises are located. Real Property Taxes shall also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Premises, and (ii) levied or assessed on machinery or equipment (other than "Personal Property Taxes" as described in Paragraph 10.3 below). 9.2. Payment of Real Property Taxes. Lessor shall pay any and all Real Property Tax installments. 9.3. Personal Property Taxes. Lessee shall be solely responsible for paying, prior to delinquency, all taxes assessed against and levied upon Lessee Owned Alterations, Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee.When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations,Trade Fixtures,furnishings,equipment and all other personal property to be assessed and billed separately from the real property of Lessor. 10. Utilities and Services. Lessee shall be responsible for and pay all utilities for the Premises during the use and occupancy of the Premises by Lessee during the Term of the Lease. Lessee's responsibility to pay all utilities include, but are not limited to,water, gas, heat, light, power,telephone,trash disposal and other utilities and services supplied to the Premises,together with any taxes thereon. If any such services are not separately metered or billed to Lessee, Lessee shall pay a reasonable proportion,to be determined by Lessor,of all charges jointly metered or billed. 1334290.1 827606.2 11. Assignment and Subletting. Lessee is prohibited from assigning this Lease or subletting the Property. 12. Default; Breach; Remedies. 12.1. Default; Breach.Failure by the Lessee to comply with or perform any of Lessee's obligations under the terms,covenants,or conditions of this Lease shall constitute a"Default."Lessee is in"Breach" of this Lease when Lessee fails to cure any such Default within any applicable period of time specified herein or within the applicable grace period, if any.The following shall constitute an event of Default and Breach by Lessee: (a) Lessee's failure(i)to make payments under this Lease,including Rent,when due, or(ii)to provide reasonable evidence of insurance or surety bond.THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES. (b) Lessee's failure to operate in the manner required by this Lease, where such failure continues for more than ten(10)days following receipt of written notice from Lessor to correct the condition therein specified. (c) Lessor's failure to maintain the Premises and Improvements in the state of repair required under this Lease, and in a clean, sanitary, safe, and satisfactory condition, where such failure continues for more than ten(10)days following receipt of written notice from Lessor to correct the conditions therein specified. Where fulfillment of said maintenance obligation requires activity over a period of time and Lessee shall have immediately, following receipt of notice, commenced whatever action may be required to cure the particular Default and continued such performance diligently,said time may be waived in writing in the manner and to the extent determined by Lessor. In the event Lessee fails to correct any maintenance or repair deficiency within the prescribed time, Lessor may, at its option, exercise its rights of entry and repair and/or terminate this Lease. (d) Lessee's failure to keep, perform, and observe any other promises, covenants, conditions, and agreements set forth in this Lease, where such failure continues for more than ten (10)days after receipt of written notice from Lessor to correct the condition therein specified.Where fulfillment of any maintenance or repair obligation requires activity over a period of time and Lessee shall have immediately, following receipt of notice, commenced whatever may be required to cure the particular Default and continued such performance diligently,said time may be waived in writing in the manner and to the extent determined by Lessor. (e) The filing of a voluntary petition in bankruptcy by Lessee; the adjudication of Lessee as bankrupt; the appointment of a receiver or trustee of Lessee's assets; the making of a general assignment for the benefit of creditors; a petition or answer seeking reorganization of Lessee under any Federal reorganization act; the occurrence of any act which operates to deprive Lessee permanently of the rights, powers, and privileges necessary for the proper conduct of its operations under this Lease; the levy of any attachment or execution which substantially interferes with Lessee's operations under this Lease and which is not vacated,dismisses,stayed,or set aside within a period of sixty(60)days; or a reasonable determination by Lessor that Lessee is insolvent. (f) The failure to submit written plans for the Improvements on or before the times designated in this Lease for submission thereof. (g) Lessee's abandonment of the Premises prior to the expiration or termination of the Lease without prior notice or agreement of Lessor. (h) The discovery that any financial statement of Lessee or any information or representation given to Lessor was materially false. 12.2. Remedies. If Lessee fails to comply with or perform any of Lessee's obligations under the terms, covenants, or conditions of this Lease, within 10 days after written notice from Lessor (or in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. Upon written demand or presentation of an invoice, Lessee shall pay to Lessor an amount equal to 115% of the costs and expenses incurred by Lessor in such performance. In the event of a Breach, Lessor may, with or without further notice or 1334290.1 demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach: (a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate on the date specified in a notice of termination, Lessee shall immediately surrender possession to Lessor, all rights of Lessee under this Lease and in and to the Premises shall expire and terminate, and Lessee shall remain liable for all obligations under this Lease arising up to the date of such termination; or (b) If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 12.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 12.1. In such case,the applicable grace period required by Paragraph 12.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute. (c) Without terminating this Lease, declare immediately due and payable all Rent, Taxes, and other amounts due and coming due under this Lease for the entire remaining Term hereof, together with all other amounts previously due, at once; provided, however, that such payment shall not be deemed a penalty or liquidated damages but shall merely constitute payment in advance of rent for the remainder of said term; or (d) Allow the Premises to remain unoccupied and collect rent from Lessee as it comes due; or (e) Pursue such other remedies as are available at law or equity. The expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the Term hereof or by reason of Lessee's occupancy of the Premises. 12.3. Breach by Lessor. (a) Notice of Breach. Lessor shall not be deemed in Breach of this Lease unless Lessor fails, within a reasonable time, to perform an obligation required to be performed by Lessor. A reasonable time as used in this Paragraph shall in no event be less than 30 days after receipt by Lessor of written notice specifying any act or obligation that Lessor has failed to perform; provided, however, that if the nature of Lessor's obligation is such that more than 30 days are reasonably required for its performance,then Lessor shall not be in breach if performance is commenced within such 30-day period and thereafter diligently pursued to completion. (b) Performance by Lessee on Behalf of Lessor. In the event that Lessor fails to cure said breach within 30 days after receipt of said notice, or if having commenced said cure, Lessor fails to diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure; provided, however, that such offset shall not exceed an amount equal to the greater of one month's Base Rent, reserving Lessee's right to seek reimbursement from Lessor for any such expense in excess of such offset. Lessee shall document the cost of said cure and supply said documentation to Lessor. 13. Condemnation. 13.1. Total Taking. If, after the execution of this Lease and prior to the expiration of the term hereof, the whole of the Leased Premises shall be taken under power of eminent domain or condemnation by any public or private authority,or conveyed by Lessor to said authority in lieu of such taking,then this Lease and the term hereof shall cease and terminate as of the date when possession of the Leased Premises shall be taken by the taking authority and any unearned rent or other charges, if any, paid in advance, shall be refunded to Lessee. 13.2. Partial Taking. If, after the execution of this Lease and prior to the expiration of the term hereof, any public or private authority shall, under the power of eminent domain or 1334290.1 condemnation,take,or Lessor shall convey to said authority in lieu of such taking, property which results in a reduction by fifteen (15%) percent or more of the area in the Leased Premises, or of a portion of the Leased Premises that substantially interrupts or substantially obstructs the conducting of business on the Leased Premises; then Lessee may,at its election,terminate this Lease by giving Lessor notice of the exercise of Lessee's election within thirty(30)days after Lessee shall receive notice of such taking. In the event of termination by Lessee,this Lease and the Term hereof shall cease and terminate as of the date when possession shall be taken by the appropriate authority of that portion of the Entire Premises that results in one of the above takings, and any unearned rent or other charges, if any, paid in advance by Lessee shall be refunded to Lessee. 13.3. Restoration. In the event of a taking, Lessor and Lessee may terminate the Lease. 13.4. The Award. All compensation awarded for any taking, whether for the whole or a portion of the Leased Premises, shall be the sole property of the Lessor whether such compensation shall be awarded for diminution in the value of, or loss of, the leasehold or for diminution in the value of, or loss of,the fee in the Leased Premises, or otherwise.The Lessee hereby assigns to Lessor all of Lessee's right and title to and interest in any and all such compensation. However, the Lessor shall not be entitled to and Lessee shall have the sole right to make its independent claim for and retain any portion of any award made by the appropriating authority directly to Lessee for loss of business, or damage to or depreciation of, and cost of removal of fixtures, personality and improvements installed in the Leased Premises by, or at the expense of Lessee, and to any other award made by the appropriating authority directly to Lessee. 13.5. Release. In the event of any termination of this Lease as the result of the provisions of this Paragraph concerning Condemnation, the Parties, effective as of such termination, shall be released,each to the other,from all liability and obligations thereafter arising under this Lease. 14. No Relocation Benefits or Loss of Goodwill from Lessor. Lessee expressly waives any and all relocation assistance, relocation benefits, or compensation for loss of goodwill, known or unknown, to which it is or might be entitled upon the expiration or termination of this Lease or sublease, including the provisions of California Civil Code Section 1542. In no event will Lessor be obligated to pay any costs or charges related to costs, expenses, damages, or other charges Lessee might incur as a result of its move to or from the Premises, securing new facilities, or maintaining customer relations. 15. Severability.Whenever possible, each provision of this Lease shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Lease shall be invalid under the applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Lease. 16. Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Lease shall mean and refer to calendar days. 17. Limitation on Liability. The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor or its directors,officers,employees,or agents,and Lessee shall look to the Premises,and to no other assets of Lessor for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessors directors, officers, emplo9yees, agents, or any of their personal assets for such satisfaction. 18. Time of Essence.Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease. 19. No Prior or Other Agreements.This Lease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. 20. Notices.All notices or other communications required or permitted hereunder shall be in writing,and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, delivered or sent by electronic transmission, and shall be deemed received upon the earlier of(i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii)three (3) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by electronic transmission. Any notice, request, demand, direction, or other communication sent by electronic transmission must be confirmed within forty-eight (48) hours by letter mailed or delivered. Notices or other communications shall be addressed as follows: 1334290.1 To Lessor: Orange County Sanitation District Attn:Angela Brandt Post Office Box 8127 Fountain Valley, CA 92728-8127 To Lessee: Chefs'Toys, LLC Attn: Steve Dickler, President 18430 Pacific Street Fountain Valley, CA 92708 Either party may, by written notice to the other, designate a different address, which shall be substituted for that specified above. 21. Waivers. 21.1 No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term,covenant or condition hereof. Lessors consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessors consent to,or approval of,any subsequent or similar act by Lessee,or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. 21.2 The acceptance of Rent, or any portion thereof, by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment. 22. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 23. Covenants and Conditions; Construction of Agreement.All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In interpreting this Lease,all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease.Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. 24. Binding Effect;Choice of Law.This Lease shall be binding upon the Parties,their personal representatives, successors and assigns and be governed by the laws of the State of California. Any litigation between the Parties hereto concerning this Lease shall be initiated in the County of Orange. 25. Subordination. This Lease shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, "Security Device"), now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. 26. Attorneys' Fees. If any Party brings an action or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party in any such proceeding, action, or appeal thereon,shall be entitled to costs and reasonable attorneys'fees,whether or not such action or proceeding is pursued to decision or judgment. In addition, Lessor shall be entitled to attorneys' fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach. 27. Lessor's Access to Premises.Lessor and Lessor's agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to prospective purchasers, lenders,or Lessees, making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable,the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises, and for purposes of design work for the Lessor's new construction of an administrative building including but not limited to demolition investigations, lead and asbestos surveys, geotechnical borings, potholing, and land surveying, as long as there is no material adverse effect to Lessee's use of the Premises.All such activities shall be without abatement of rent or liability to Lessee. 1334290.1 28. Signs. Lessor may place on the Premises ordinary"For Sale"signs at any time and ordinary"For Lease" signs during the last 6 months of the term hereof. Except for ordinary"for sublease"signs, Lessee shall not place any sign upon the Premises without Lessor's prior written consent.All signs must comply with all Applicable Requirements. 29. Consents. Except as otherwise provided herein,wherever the consent or action of a Party is required,such consent or action shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses (including but not limited to architects',attorneys', engineers'and other consultants'fees)incurred in the consideration of, or response to, a request by Lessee for consent or action, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance,shall be paid by Lessee upon receipt of an invoice and supporting documentation. Lessor's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any than existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor's consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. 30. Estoppel Certificates. At any time and from time to time, Lessor and Lessee each agree, upon request in writing from the other, to execute, acknowledge and deliver to the other or to any person designated by the other a statement in writing certifying that the Lease is unmodified and is in full force and effect, or if there have been modifications,that the same is in full force and effect as modified (stating the modifications),that the other party is not in default in the performance of its covenants hereunder,or if there have been such defaults,specifying the same,and the dates to which the rent and other charges have been paid. 31. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee's part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the Term hereof. 32. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties. 33. Reservations. Lessor reserves to itself the right, from time to time, to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights, dedications, maps and restrictions do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate any such easement rights,dedication, map or restrictions. 34. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment "under protest" and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay.A Party who does not initiate suit for the recovery of sums paid "under protest"with 6 months shall be deemed to have waived its right to protest such payment. 35. Authority; Multiple Parties; Execution. 35.1 If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. 35.2 If this Lease is executed by more than one person or entity as"Lessee",each such person or entity shall be jointly and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees,and Lessor may rely on the same as if all of the named Lessees had executed such document. 35.3 This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 1334290.1 36. Amendments. This Lease may be modified only in writing, signed by the authorized representatives of both Parties. 37. Americans with Disabilities Act. Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the event that Lessee's use of the Premises requires modifications or additions to the Premises in order to be in ADA compliance, Lessee agrees to make any such necessary modifications and/or additions at Lessee's sole expense. 38. Counterparts.This Lease may be executed in counterparts,each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. IN WITNESS WHEREOF, this Lease Agreement has been executed in the name of the Orange County Sanitation District by its officers, thereunto duly authorized, and executed by the Chefs' Toys, LLC, a wholly-owned subsidiary of TriMark USA, LLC as of this day of September, 2018. ORANGE COUNTY SANITATION DISTRICT CHEFS'TOYS, LLC By By Gregory C. Sebourn, PLS Steve Dickler Chair, Board of Directors President By Kelly A. Lore. MMC Clerk of the Board APPROVED AS TO FORM: Bradley R. Hogin General Counsel 1334290.1 ATTACHMENT 1 II II I I II I I iLJ ®® GL M ,11 I I 11 P® ° 1 STORAGE I MEZZANINE OPEN SHOWROOM)OFFICE Z I n v_ r T m I n 0 NOT A s SUBJECT ® I � PART BUILDING m m I m ---� I RR RR I � I ELLIS AVENUE 1334290.1 OPERATIONS COMMITTEE Meeting Date To Bd.of Dir. 09/05/18 09/26/18 AGENDA REPORT Item Number Item Number 16 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: GISLER-REDHILL SYSTEM IMPROVEMENTS, REACH B, PROJECT NO. 7-37 GENERAL MANAGER'S RECOMMENDATION Approve a contingency increase of $365,257 (2.37%) to the construction contract with Kiewit Infrastructure West Company for Gisler-Redhill System Improvements, Reach B, Project No. 7-37, for a total construction contingency of$1,908,457 (12.37%). BACKGROUND The Gisler-Redhill System Improvements, Reach B, Project No. 7-37, replaced approximately one mile of 30 to 33-inch sewer and rehabilitated approximately two miles of existing 21 to 36-inch sewer along Redhill Avenue in the cities of Tustin and Irvine. The construction contract was competitively bid and awarded to Kiewit Infrastructure West Company in December 2015. This project included some areas of difficult construction including replacing relatively deep sewer pipelines within large street intersections; work around major existing utilities; and significant exposure to unknown conditions including variances in soil conditions, utility locations, pavement sections, allowable work hours, and traffic control. This type of work in the public right-of-way is challenging and changes are expected, however, it is difficult to predict the specifics of these variances and how they will impact the productivity and timing of the Contractor's planned work. An initial 10% contingency was approved in December 2015 when the construction contract was awarded to account for these variances. The unknown conditions outlined above resulted in significant impacts to the Contractor, many of which were not fully quantified while the work was progressing. Some of these impacts were mitigated where possible, however, many of these variances resulted in changes to the Contractor's means and methods including shoring methods and work hours. Construction was generally completed in September 2017, but several outstanding Contractor Requests for Change resulted in a negotiated resolution of disputed items prior to final closure of the project. The Contractor and the Orange County Sanitation District(Sanitation District) have a tentative agreement of all impacts and these will be included in a final contract change order, the amount of which exceeds the remaining balance of the originally approved contingency. This requested contingency increase will provide final resolution of all outstanding issues and allow closure of the project. Page 1 of 3 RELEVANT STANDARDS • Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting • Achieve less than 2.1 sewer spills per 100 miles PROBLEM Unknown construction conditions have resulted in additional cost impacts and the approved construction contract contingency is insufficient to authorize a tentative settlement agreement. PROPOSED SOLUTION Approve a contingency increase of$365,257 (2.37%)for a total construction contingency of$1 ,908,457 (12.37%). The project budget is sufficient for this change and no additional funding is needed. TIMING CONCERNS Final construction was completed in September 2017. Failure to reach a settlement on a timely basis may expose the Sanitation District to additional costs. RAMIFICATIONS OF NOT TAKING ACTION If the request for contingency increase is not approved, the tentative negotiated settlement amount for the disputed items will not be paid and the Contractor may revert to legal action against the Sanitation District. PRIOR COMMITTEE/BOARD ACTIONS December 2015 — Awarded a construction contract to Kiewit Infrastructure West Company for Gisler-Redhill System Improvements, Reach B, Project No. 7-37, for a total amount not to exceed $15,432,000, and approved a contingency of $1,543,200 (10%). ADDITIONAL INFORMATION The Sanitation District and Contractor achieved substantial completion in September 2017 and final completion in January 2018. The contractual required completion dates were August 2017 and September 2017, respectively. The project activities in Redhill Boulevard and Newport Avenue caused significant traffic impact to the public. In some cases, the Sanitation District directed the use of contingency to increase Contractor resources to mitigate delays and reduce the overall project risk of associated delay costs. At the end of construction, the Sanitation District and Contractor conducted several dispute review meetings to evaluate costs and merits for the outstanding changes, while Page 2 of 3 preserving individual parties' contractual rights in an attempt to globally settle potential claims for impacts and avoid substantial legal and mediation costs. Through this process, the Sanitation District and the Contractor have reached a tentative agreement to settle all outstanding changes and close the project. This final settlement is full and final compensation for all impacts on the completed work. CEQA The Sanitation District, as lead agency, prepared a Program Environmental Impact Report (PEIR) entitled 1999 OCSD Strategic Plan. The Board certified the PEIR on October 27, 1999. The Sanitation District filed a Notice of Determination on October 29, 1999 and filed an addendum to the 1999 PEIR on December 16, 2015. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted, and the budget is sufficient for this action (Budget FY2018-19 and 2019-20, Section 8, Page 33). Date of Approval Contract Amount Contingency 12/16/15 $15,432,000 $1,543,200 (10%) 09/26/18 $ 365,257 (2.37%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: N/A HK:dm:gc Page 3 of 3 OPERATIONS COMMITTEE Meeting Date To Bd. of 09/05/18 09/26/18 AGENDA REPORT Item Number Item Number 17 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: INTERIM FOOD WASTE RECEIVING FACILITY, PROJECT NO. P2-124 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Design Services Agreement with Kennedy/Jenks Consultants to provide engineering services for Interim Food Waste Receiving Facility, Project No. P2-124, for an amount not to exceed $695,000; and B. Approve a contingency of $69,500 (10%). BACKGROUND The State of California requires cities to divert organics such as food waste away from landfills. This food waste, after processing, can be added to an anaerobic digester such as those operated by the Orange County Sanitation District (Sanitation District) to produce methane gas and energy. The Biosolids Master Plan evaluated the feasibility of receiving pre-processed food waste. It concluded the costs to construct and operate the facilities and handle the additional biosolids production could be offset by tipping fees charged to food waste processors and additional power associated with increased digester gas production. Because the Biosolids Master Plan also recommended replacement of the digester complex, an interim facility was recommended until a more permanent facility can be constructed in 10 to 15 years. The interim food waste receiving station will consist of prefabricated storage tanks, mixing and transfer pumps, and piping to the digesters. RELEVANT STANDARDS • Maintain and adhere to appropriate internal planning documents (Biosolids Master Plan) • Use all practical and effective means for resource recovery PROBLEM The services of a design consultant are needed to complete this project. Page 1 of 4 PROPOSED SOLUTION Approve a Professional Design Services Agreement with Kennedy/Jenks Consultants. TIMING CONCERNS Assembly Bill AB 1826 (2014)sets organic diversion targets over the next few years under which commercial waste generators will need to identify alternatives for organics. SB 1383 (2016) sets organics diversion goals which will require waste generators and haulers to seek alternatives to landfill disposal. RAMIFICATIONS OF NOT TAKING ACTION Service area food waste haulers will need to seek other alternatives for disposal or reuse of the food waste. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Consultant Selection: The Sanitation District requested and advertised for proposals for Interim Food Waste Receiving Facility, Project No. P2-124, on May 5, 2018. The following evaluation criterion were described in the Request for Proposals (RFP) and used to determine the most qualified Consultant. CRITERION WEIGHT Project Understanding and Approach 40% Related Project Experience 20% Project Team and Staff Qualifications 40% Seven proposals were received on June 21, 2018 and evaluated in accordance with the evaluation process set forth in the Sanitation District's Purchasing Ordinance, by a pre- selected Evaluation Team consisting of the following Sanitation District staff. Jin Kim Engineer Martin Dix Engineering Supervisor Don Stokes Maintenance Superintendent Dave Halverson Engineering Supervisor Jacob Dalgoff CIP Project Manager The Evaluation Team also included three non-voting representatives from the Contracts Administration Division. Page 2 of 4 Following scoring by the Evaluation Team, three Consultants were shortlisted for interviews on July 24, 2018. Following the interview, each member of the Evaluation Team ranked the Consultants based on both the proposals and interviews using the evaluation criterion and weighting described above. Based on the ranking shown below, Kennedy/Jenks Consultants was selected as the most qualified Consultant. Kennedy/Jenks CDM Smith Black & Veatch Evaluator 1 1 1 3 Evaluator 2 1 2 3 Evaluator 3 2 3 1 Evaluator 4 1 2 2 Evaluator 5 2 1 3 Combined 1 2 3 Ranking The selected firm's team had the most experience with food waste receiving facilities similar to the desired facility by the Sanitation District. Review of Fee Proposal and Negotiations: Proposals were accompanied by sealed fee proposals. In accordance with Sanitation District's Purchasing Ordinance, the fee proposal of only the highest-ranked firm was opened after approval by the Director of Engineering of the Evaluation Committee's recommendation. Staff conducted negotiations with Kennedy/Jenks Consultants 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. Three negotiating meetings were held where staff and the Consultant reviewed the Project Elements, Preliminary Design, and Final Design tasks for clarity and desired level of effort. These negotiations modified project elements and identified additional efforts that would be needed for a new process at our facility. As a result of these negotiations, Kennedy/Jenks Consultants submitted a revised fee proposal. The negotiated hours and price are appropriate for an interim facility. The required hours negotiated are less that the second and third ranked firms. Original Fee Proposal Negotiated Fee Total Hours 3,232 4,252 Total Fee $539,387 $695,000 Page 3 of 4 The Consultant's fringe and overhead costs, which factor into the billing rate, have been substantiated. The contract profit is 9.22%, which is based on an established formula included in the Sanitation District's standard design agreements. Based on the above, staff has determined that the final negotiated fee is fair and reasonable for the level of effort required for this project and recommends award of the Professional Design Services Agreement to Kennedy/Jenks Consultants. CEQA This project was covered under the Biosolids Master Plan Program EIR. A Notice of Determination (NOD) will be filed after Board approval of the PDSA. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted, (Budget FY2018-19 and FY2019-20, Section 8, and Page 70) and the project budget is sufficient for the recommended action. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Professional Design Services Agreement JGD:dm:gc Page 4 of 4 PROFESSIONAL DESIGN SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 261" day of September, 2018 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and KENNEDY/JENKS CONSULTANTS, INC., for purposes of this Agreement hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT to provide Design services for Interim Food Waste Receiving Facility, Project No. P2-124; 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 September 26, 2018 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 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 PDSA PROJECT NO. P2-124 Revised 091217 INTERIM FOOD WASTE RECEIVING FACILITY Page 1 of 19 incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that work is not performed to the satisfaction of the SANITATION DISTRICT and does not conform to the requirements of this Agreement or any applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All CAD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CAD work from any other non-standard CAD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of thirty (30) calendar days during which the SANITATION DISTRICT shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANITATION DISTRICT. E. The CONSULTANT shall ensure that all plans and specifications prepared, or recommended under this Agreement allow for competitive bidding. The CONSULTANT shall design such plans or specifications so that procurement of services, labor or materials are not available from only one source, and shall not design plans and specifications around a single or specific product, piece of major equipment or machinery, a specific patented design or a proprietary process, unless required by principles of sound engineering practice and supported by a written justification that has been approved in writing by the SANITATION DISTRICT. The CONSULTANT shall submit this written justification to the SANITATION DISTRICT prior to beginning work on such plans and specifications. Whenever the CONSULTANT recommends a specific product or equipment for competitive procurement, such recommendation shall include at least two brand names of products that are capable of meeting the functional requirements applicable to the project. F. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates 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 PDSA PROJECT NO. P2-124 Revised 091217 INTERIM FOOD WASTE RECEIVING FACILITY Page 2 of 19 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 Six Hundred Ninety- Five Thousand Dollars ($695,000). Total compensation to CONSULTANT including burdened labor (salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s) fees and costs shall not exceed the sum set forth in Attachment "E" - Fee Proposal. B. Labor As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits) actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment "E" - Fee Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment "E" - Fee Proposal. PDSA PROJECT NO. P2-124 Revised 091217 INTERIM FOOD WASTE RECEIVING FACILITY Page 3 of 19 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. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications in scope of work resulting from field investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to attachment "D" Allowable Direct Costs for payment information. H. Reimbursable Direct Costs The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment "D" - Allowable Direct Costs to this Agreement. The reimbursement of the above mentioned expenses will be based on an "accountable plan" as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at 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 PDSA PROJECT NO. P2-124 Revised 091217 INTERIM FOOD WASTE RECEIVING FACILITY Page 4 of 19 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 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 meal reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment "D" -Allowable Direct Costs of this Agreement. I. 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. PDSA PROJECT NO. P2-124 Revised 091217 INTERIM FOOD WASTE RECEIVING FACILITY Page 5 of 19 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total compensation is not increased. 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 - AUDIT PROVISIONS. B. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2 - COMPENSATION hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project element work performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per-project-element basis. If the SANITATION DISTRICT determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element. He may, at his discretion, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each project element or the project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 - COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the PDSA PROJECT NO. P2-124 Revised 091217 INTERIM FOOD WASTE RECEIVING FACILITY Page 6 of 19 work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work, including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. F. Pursuant to the California False Claims Act (Government Code Sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this Agreement may be held liable for treble damages and up to a ten thousand dollars ($10,000) civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; c) conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or e) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees and/or Subconsultants who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. PDSA PROJECT NO. P2-124 Revised 091217 INTERIM FOOD WASTE RECEIVING FACILITY Page 7 of 19 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 the SANITATION DISTRICT and/or general public upon request, provided the public request is made through the SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor 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 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 PDSA PROJECT NO. P2-124 Revised 091217 INTERIM FOOD WASTE RECEIVING FACILITY Page 8 of 19 A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below "B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive/Vehicle Liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of 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. PDSA PROJECT NO. P2-124 Revised 091217 INTERIM FOOD WASTE RECEIVING FACILITY Page 9 of 19 E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by the SANITATION DISTRICT. F. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than 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. PDSA PROJECT NO. P2-124 Revised 091217 INTERIM FOOD WASTE RECEIVING FACILITY Page 10 of 19 H. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010) or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 1001 and CG 2037 1001 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. I. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, and shall be received by the SANITATION DISTRICT not less than thirty (30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. PDSA PROJECT NO. P2-124 Revised 091217 INTERIM FOOD WASTE RECEIVING FACILITY Page 11 of 19 J. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then the SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. PDSA PROJECT NO. P2-124 Revised 091217 INTERIM FOOD WASTE RECEIVING FACILITY Page 12 of 19 8. SCOPE CHANGES In the event of a change in the Scope of Work, requested by SANITATION DISTRICT, the parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONSULTANT's fees. 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each Subconsultant and each CONSULTANT's project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant on a per-project-element basis, broken down as indicated in Section 2 - COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's personnel are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this Agreement requires the services of a registered engineer, such services hereunder will be performed under the direct supervision of registered engineers. 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 PDSA PROJECT NO. P2-124 Revised 091217 INTERIM FOOD WASTE RECEIVING FACILITY Page 13 of 19 DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all project related accounting records and documents, and any other financial data. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of the SANITATION DISTRICT. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notices shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Gary V. Prater, Principal Contracts Administrator Copy: Jacob Dalgoff, Project Manager Notices shall be mailed to CONSULTANT at: KENNEDY/JENKS CONSULTANTS, INC. 9665 Granite Ridge Suite 210 San Diego, CA 92123 Attention: Edward Yang, Principal-in-Charge 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 PDSA PROJECT NO. P2-124 Revised 091217 INTERIM FOOD WASTE RECEIVING FACILITY Page 14 of 19 written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT and/or CONSULTANT in accordance with Section 13 - NOTICES. 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by the SANITATION DISTRICT. 16. 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. PDSA PROJECT NO. P2-124 Revised 091217 INTERIM FOOD WASTE RECEIVING FACILITY Page 15 of 19 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT's liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances 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 PDSA PROJECT NO. P2-124 Revised 091217 INTERIM FOOD WASTE RECEIVING FACILITY Page 16 of 19 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 payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 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. PDSA PROJECT NO. P2-124 Revised 091217 INTERIM FOOD WASTE RECEIVING FACILITY Page 17 of 19 Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT's cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in this Agreement. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or agreement with, the CONSULTANT's request for final Agreement Acceptance. 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. P2-124 Revised 091217 INTERIM FOOD WASTE RECEIVING FACILITY 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. KENNEDY/JENKS CONSULTANTS, INC. By Date Printed Name & Title ORANGE COUNTY SANITATION DISTRICT By Gregory C. Sebourn, PLS Date Chair, Board of Directors By Kelly A. Lore Date Clerk of the Board By Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment "A" Scope of Work Attachment "B" Labor Hour Matrix Attachment "C" Not Attached Attachment "D" Allowable Direct Costs Attachment "E" Fee Proposal Attachment "F" Not Used Attachment "G" Not Attached Attachment "H" Not Used Attachment "I" Cost Matrix and Summary Attachment "J" Not Attached Attachment "K" Hourly Rate Schedule for Minor Subconsultants Attachment "L" OCSD Safety Standards GVP:yp PDSA PROJECT NO. P2-124 Revised 091217 INTERIM FOOD WASTE RECEIVING FACILITY Page 19 of 19 OPERATIONS COMMITTEE Meeting Date To Dir. 09/05/18 09/9/26/18 AGENDA REPORT Item Number Item Number 18 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: OCEAN OUTFALL SYSTEM REHABILITATION, PROJECT NO. J-117 GENERAL MANAGER'S RECOMMENDATION Approve a contingency increase of $677,801 (10%) to the Professional Design Services Agreement with Brown and Caldwell for Ocean Outfall System Rehabilitation, Project No. J-117, for a total contingency of $4,405,710 (65%). BACKGROUND Outfall System Rehabilitation, Project No. J-117, includes Contract No. J-117B which will construct a new Outfall Low Flow Pump Station and rehabilitate the existing Ocean Outfall Booster Station. Since award of the Professional Design Services Agreement to Brown and Caldwell in early 2015, the Orange County Sanitation District (Sanitation District) has made Board-approved additions to the project elements including replacement of critical electrical switchgear in the Central Generation system, construction of a new plant water pump station required to separate reclaimable and non-reclaimable flows to support the Orange County Water District's reclamation of Plant No. 2 effluent, and construction of SCADA System and Network Upgrades, Project No. P2-107, which has been designed by Brown and Caldwell under a separate project budget and Professional Design Services Agreement. These additions offered unique opportunities to complete critical work more efficiently, better manage construction risks, and expedite completion of the new Plant Water Pump Station which is on the critical path for commissioning the Orange County Water District's GWRS Final Expansion project. All this work is hydraulically and electrically connected and in the same area. These changes were supported by the Board's authorization for an increase of the consultant's contingency from the original 10% to 55%. RELEVANT STANDARDS • 24/7/365 treatment plant reliability • Meet volume and water quality needs for the GWRS PROBLEM The design of the additional project elements was covered by contingency-funded amendments negotiated prior to the work being completed. As the design nears completion, the size and complexity have proven to be greater than could have been Page 1 of 3 originally anticipated. The changes have also increased the level of effort for bid-phase services and conformed drawings which was not accounted for in a previous contingency increase request. As a result, the remaining contingency is not sufficient to cover additional proposed costs. PROPOSED SOLUTION Approve a contingency increase of$677,801 (10%), for a total contingency of$4,405,710 (65%). TIMING CONCERNS This construction contract is expected to advertise for bid in September for an award in December 2018. Without additional funds for the consultant, staff will not be able to authorize final design changes, bid support services, and issuance of the conformed documents, which will delay advertisement and construction. In particular, completion of the Plant Water Pump Station is critical for startup of the Orange County Water District's GWRS Final Expansion. RAMIFICATIONS OF NOT TAKING ACTION The consultant's services during bid and award phase would have to be reduced, which would increase the risk of bid protests, construction delays, and increased change order costs. PRIOR COMMITTEE/BOARD ACTIONS September 2017 - Adopted Resolution No. OCSD 17-15, making certain findings and adopting the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program pursuant to the California Environmental Quality Act, and approved a contingency increase of$677,801 (10%) to the Professional Design Services Agreement with Brown and Caldwell for Ocean Outfall System Rehabilitation, Project No. J-117, for a total contingency of $3,727,907 (55%). November 2016 - Approved a budget increase of $28,517,000 for Ocean Outfall System Rehabilitation, Project No. J-117, for a total budget amount of$91,000,000, and approved a contingency increase of $2,372,305 (35%) to the Professional Design Services Agreement with Brown and Caldwell for Ocean Outfall System Rehabilitation, Project No. J-117, for a total contingency of $3,050,106 (45%). February 2015 - Approved a Professional Design Services Agreement with Brown & Caldwell to provide engineering design services for the Ocean Outfall System Rehabilitation, Project No. J-117, for an amount not to exceed $6,778,015, and approved a contingency of $677,801 (10%). Page 2 of 3 ADDITIONAL INFORMATION N/A CEQA An Initial Study/Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program for the Outfall Low Flow Pump Station, Contract No. J-117B, was adopted by the Board on September 27, 2017. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (Fiscal Year 2018-19 and 2019-20 Budget, Section 8, Page 37). This particular recommended action, however, does not require additional project budget. Depending on the actual construction bids scheduled to be opened in November 2018, additional project budget may be needed. Date of Approval Contract Amount Contingency 02/25/15 $6,778,015 $ 677,801 (10%) 11/16/16 $2,372,305 (35%) 09/27/17 $ 677,801 (10%) 09/26/18 $ 677,801 (10%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: N/A VP:dm:gc Page 3 of 3 OPERATIONS COMMITTEE Meeting Date To Dir. 09/05/18 09/9/26/18 AGENDA REPORT Item Number Item Number 19 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: TRANSFER UPSTREAM PORTION OF JAMBOREE SEWER TO THE CITY OF NEWPORT BEACH GENERAL MANAGER'S RECOMMENDATION A. Approve a Quitclaim Deed to the City of Newport Beach transferring ownership and associated property rights for the local sewer in Jamboree Road; and B. Authorize a transfer of $300,000 to the City of Newport Beach for necessary repairs. BACKGROUND The Orange County Sanitation District (Sanitation District) owns a sewer in Jamboree Road within the City of Newport Beach (City). The upstream portion of this sewer does not serve a regional purpose and solely has City connections. The City is suited to provide local sewer service and has a need to make lateral connection to the sewer pipe. The City has agreed to acquire ownership of the upstream portion of this sewer totaling 1,218 linear feet. This sewer needs some rehabilitation which is estimated to cost $300,000 to design, construct, and manage. As a condition of the sewer transfer, the Sanitation District will transfer $300,000 to the City so they can perform this work at their convenience. RELEVANT STANDARDS • Maintain collaborative and cooperative relationships with regulators, stakeholders, and neighboring communities • Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard PROBLEM The Sanitation District is a regional sewer service provider and owns and operates a legacy local sewer segment. PROPOSED SOLUTION Transfer ownership of the subject sewer to the City. Page 1 of 2 RAMIFICATIONS OF NOT TAKING ACTION The public would not receive the same level of service within the area of the subject sewer. Future connections to the sewer may require additional City sewers since the Sanitation District does not allow house lateral connections directly to the sewer pipe. Existing non-permitted connections will require a permit and additional construction. PRIOR COMMITTEE/BOARD ACTIONS December 2009 - Five-Year Strategic Plan, Business Principles Goal No. 7 Local Sewer Services: Transfer other local assets back to cities that are not serving a true regional purpose. ADDITIONAL INFORMATION The subject sewer starts within the intersection of Jamboree and Ford Road and travels south until it connects into the sewer main that traverses through Big Canyon Country Club and Nature Park. There is an existing City dry weather urban runoff connection to this sewer that is not properly connected to the Sanitation District sewer. After the City takes ownership of this sewer, there will be no need to reconnect the urban runoff connection to a Sanitation District manhole. CEQA N/A FINANCIAL CONSIDERATIONS The Sanitation District had created Project No. FE16-01 for the design, construction, and management of the sewer repair of the Upper Jamboree sewer in the City with a budget of $300,000. As this sewer is being transferred to the City, this project is no longer necessary. The Quitclaim Agreement includes the transfer of$300,000 to the City for the cost of the repairs. This $300,000 will be removed from the Sanitation District CIP budget and this ownership transfer will be reflected in financial reporting accordingly. The Sanitation District is no longer responsible for future operations or maintenance of this sewer. ATTACHMENT The following attachment(s) are included in hard copy may also be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Quitclaim Sewer Transfer Agreement KM:sa:gc Page 2 of 2 RECORDING REQUESTED BY AND, WHEN RECORDED, RETURN TO: ORANGE COUNTY SANITATION DISTRICT P. O. Box 8127 Fountain Valley, California 92728 Attn: Clerk of the Board WITH A COPY TO: City of Newport Beach P.O. Box 1768 Newport Beach, CA 92658 Attention: City Clerk's Office (Space Above This Line for Recorder's Use) Exempt from recording fee — California Government Code Section 6103 QUITCLAIM SEWER TRANSFER AGREEMENT BETWEEN ORANGE COUNTY SANITATION DISTRICT AND THE CITY OF NEWPORT BEACH THIS AGREEMENT for the transfer of certain sewers and appurtenant facilities (hereafter, "Agreement") is made and entered into this _ day of , 2018, by and between ORANGE COUNTY SANITATION DISTRICT, a County Sanitation District organized under the laws of the State of California, ("Grantor") and the CITY OF NEWPORT BEACH, a municipal corporation ("Grantee"). Grantor is a regional operator of sewage collection facilities. Grantor also incidentally owns certain local sewers including, but not limited to, the local sewers which are the subject of this Agreement. This Agreement shall document and memorialize a factual understanding concerning certain local sewers and appurtenant facilities to be transferred to Grantee, and a one-time payment being made by Grantor to Grantee in connection therewith. Grantee operates a local sewage collection system within its jurisdiction. Grantee will maintain and operate the sewers which are the subject of this Agreement as part of its local sewage collection system, and shall have sole responsibility therefor following the transfer to Grantee. NOW THEREFORE BE IT RESOLVED that the Grantor and Grantee agree as follows: 1. Grant of Sewer Pipelines and Payment to Grantee For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor does hereby grant, remise, release, quitclaim, convey and transfer to Grantee all of Grantor's interest in all sewer lines and appurtenant sewer facilities covered by this Agreement (collectively, "Facilities") owned by Grantor, which Facilities are described in Exhibit "A" and visually depicted in Exhibit "B" 84629.001-221778.2 attached hereto and incorporated by reference herein. In the event of any conflict or discrepancy between Exhibits "A" and Exhibit "B", Exhibit "A" shall control. In connection with this transfer of the Facilities, Grantee has been granted an opportunity to fully inspect the condition of the subject sewer lines, manholes, easements and other property rights and appurtenances and has done so. Grantee and Grantor agree that necessary repairs to these Facilities are estimated to cost approximately Three Hundred Thousand Dollars and 00/100 ($300,000.00) to complete, and that, in consideration of the condition of the Facilities, Grantor shall, as sole,full and final satisfaction of any obligation to inspect, maintain, repair, or rehabilitate any such Facilities, or any portion thereof, and in consideration of the form of conveyance as a quitclaim, with no representation or guarantee of title, shall make a one-time payment to Grantee of Three-Hundred Thousand Dollars and 00/100 ($300,000.00), no later than ten (10) business days after recordation of this Agreement, which funds shall be used by Grantee to make any such inspections, maintenance, repairs, or rehabilitations of the Facilities as may be necessary or appropriate. Even if the cost of such inspections, maintenance, repairs, or rehabilitations should exceed $300,000.00, Grantee waives all claims against Grantor for the payment of any additional sum therefor or with respect to the condition of title and Grantor shall in no way be obligated to make any additional payment therefor. In connection with the foregoing, Grantee, on behalf of Grantee and Grantee's officers, directors, managers, affiliates, successors and assigns ("Grantee Related Parties") hereby expressly, fully and forever releases and discharges (which release and discharge shall be continuing and shall survive the transfer of the Facilities) Grantor and Grantor's officers, directors, managers, affiliates, employees, representatives, successors and assigns from any and all losses, expenses, claims, costs, damages, rights of subrogation, debts, attorneys' fees, actions, suits, judgments, awards, obligations and/or liabilities of any kind, whether foreseeable or unforeseeable, known or unknown, or suspected or unsuspected, with respect to or in any way relating to or indirectly or directly arising out of the current condition of the Facilities or any repair or replacement work required with respect such Facilities and/or any deferred maintenance. Grantee, on behalf of itself and the Grantee Related Parties, agrees, represents and warrants that the matters released above are not limited to matters which are known or disclosed and hereby knowingly and voluntarily waives and relinquishes all rights and benefits under Section 1542 of the California Civil Code (as such Civil Code may apply to the release above), which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." 2. No Warranty of Title or Condition; Assumption of Responsibilitv Grantor makes no warranty or representation of any kind regarding its title to the Facilities, the condition of the Facilities or the suitability of the Facilities for any purpose and Grantee accepts such Facilities subject to all covenants, conditions, 84629.001-221778.2 burdens, restrictions, reservations, and obligations existing as of the date of transfer. Grantee has been granted an opportunity to fully inspect the Facilities and has done so. Subject only to receipt of the one-time payment described above, Grantee accepts the Facilities in their "As Is" condition, without representation or warranty of any kind and without recourse to Grantor. Grantee hereby accepts and assumes all ownership and responsibility for such transferred Facilities, and agrees to indemnify, defend and hold Grantor harmless from any liability, claim, cost, expense or damage hereafter arising from the ownership or use of the Facilities. 3. Assignment The benefits and burdens of this Agreement shall be binding upon and inure to all successors-in-interest and assigns of the parties. 4. Amendment Any amendment to this Agreement must be in writing, signed and acknowledged by the Grantor and Grantee, and duly recorded in the Official Records of the County Recorder of the County of Orange, State of California. 5. Entire Agreement This Agreement (including any attached exhibits) contains the entire agreement between Grantor and Grantee regarding the subject matter of the Agreement, including all representations and warranties between them, and supersedes any prior agreement or understanding with respect to the subject matter hereof. 6. Notices Notices relating to this Agreement must be in writing and sent to the addresses set forth below. A party may change its address for notices by giving notice as required by this Section. A written notice will be considered given (i) when personally delivered, or (ii) two business days after deposit in the United States Mail as first class mail, certified or registered, return receipt requested with postage prepaid, or (iii) one business day after deposit with a reputable overnight delivery service for next business day delivery. The parties' addresses for notices are as follows: To Grantor: Orange County Sanitation District Attn: General Manager P.O. Box 8127 Fountain Valley, CA 92728-8127 To Grantee: City of Newport Beach Attn: City Manager 100 Civic Center Drive Newport Beach, CA 92660 84629.001-221778.2 7. Authority Each party, and the individuals signing this Agreement on behalf of each party, represents and warrants that the individuals who have signed this Agreement on behalf of the parties have the legal power, right and authority to make and enter into this Agreement and bind each respective party hereto. IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, CITY ATTORNEY'S OFFICE a California municipal corporation Date: Date: By: By: Aaron C. Harp Marshall "Duffy" Duffield City Attorney Mayor ATTEST: Date: By: Leilani I. Brown City Clerk ORANGE COUNTY SANITATION DISTRICT APPROVED AS TO FORM: Date: OCSD Special Counsel Date: By: Abram/Roy LLP Gregory C. Sebourn, PLS Board Chairman By: -- Dennis Roy Spe`siaWounse ATTEST: Date: By: Kelly A. Lore, MMC Clerk of the Board [SEWER TRANSFER AGREEMENT BETWEEN ORANGE COUNTY SANITATION DISTRICT AND THE CITY OF NEWPORT BEACH] 84629.001-221778.2 EXHIBIT "A" DESCRIPTION OF FACILITIES STREET DOWNSTREAM MH STATION PROJECT UPSTREAM MH STATION PROJECT DIA in LEN ft SLOPE Ma P MATERIAL JAMBOREE BAY0010-0585 90+92.88 5-C BAY00IO-0590 94+04.00 5-C 10" 311 0.05944 5439 VCP JAMBOREE BAY0010-0580 87+50.00 5-C BAY0010-0585 90+92.88 5-C 10" 350 0.0602 5439 VCP JAMBOREE BAY00IO-0575 84+15.00 5-C BAYOOIO-0580 87+50.00 5-C 10" 332 0.0731 5439 VCP JAMBOREE BAY0010-0570 83+90.00 5-C BAY00IO-0575 84+15.00 5-C 10" 69 0.0936 5439 VCP JAMBOREE •BAY0010-0370 82+42.00 5-C BAY0010-0570 83+90.00 5-C 15" 156 0.0005 5439 VCP TOTAL LENGTH: 1218.00 ft TOTAL MANHOLES: 5 'MH retained by OCSD 84629.001-221778.2 EXHIBIT "B" DEPICTION OF FACILITIES [SEE ATTACHED] 84629.001-221778.2 9f 09 BAY0010-0590 Z �9 O \ 9, h OP �a0 �o BAY0010-05BO l Al $I» 0 BAY0010-0575 BAY0010-0370 ♦♦ BAY0010-0380 BAY0010-0375 ♦% _ I I I BAY0010-0750 BAY0010-0755 I e �% , NYON DR BIG CA � EXHIBIT B 1�`! ONSV SANfTgTTO OCSD Proposed Sewer Transfers "os s to City of Newport Beach • L. iM saesPmp-dfaTwVw 0 125 250 500 A h 0 Regiaul Manhdes Retanetl by OCSD 9 2 Load Se Proposed fmTrrmsfer Feet TT'yG N��P FL g.W Servers Rk—d By OCSD / use 84629.001-221778.2 CERTIFICATE OF ACCEPTANCE [TO BE ATTACHED BY CITY OF NEWPORT BEACH 84629.001-221778.2 CERTIFICATE OF ACCEPTANCE (California Government Code Section 27281) This is to certify that the interest in real property conveyed by the Quitclaim Sewer Transfer Agreement between Orange County Sanitation District and the City of Newport Beach, dated , 2018 from ORANGE COUNTY SANITATION DISTRICT, a County Sanitation District organized under the laws of the State of California, to CITY OF NEWPORT BEACH, a municipal corporation and charter city (herein referred to as the "Grantee"), is hereby accepted by order of the City Council of the City of Newport Beach on 2018 and the grantee consents to recordation thereof by its duly authorized officer. CITY OF NEWPORT BEACH, a municipal corporation and charter city Date: By: Marshall "Duffy" Duffield Mayor APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: By: Aaron C. Harp City Attorney ATTEST: Date: By: Leilani I. Brown City Clerk 84629.001-221778.2 OPERATIONS COMMITTEE Meeting Date To Bd. of Dir. 09/05/18 -- AGENDA REPORT Item Number Item Number zo -- Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: ORANGE COUNTY SANITATION DISTRICT OPERATIONS & MAINTENANCE DEPARTMENT PRESENTATION 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: Orange County Sanitation District O&M Department. RELEVANT STANDARDS • 24/7/365 treatment plant reliability • Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting • Meet volume and water quality needs for the GWRS ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: N/A Page 1 of 1 OPERATIONS COMMITTEE Meeting Date To Bd. of Dir. 09/05/18 -- AGENDA REPORT Item Number Item Numb21 er Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: BAY BRIDGE PUMP STATION REPLACEMENT, PROJECT NO. 5-67 GENERAL MANAGER'S RECOMMENDATION Information Only. BACKGROUND The existing Bay Bridge Pump Station and associated force mains were constructed in 1966 and are located on Pacific Coast Highway adjacent to the Newport Back Bay Channel. The force mains cross the channel and connect to the existing Newport force main network. The volume of flow through the Bay Bridge Pump Station accounts for 50-60% of Newport Beach's wastewater. The Bay Bridge Pump Station is surrounded by property undergoing approvals to construct a three-story, mixed-use development with marina improvements. During the Preliminary Assessment and the CEQA development phase, the owner of this surrounding property requested that the Orange County Sanitation District (Sanitation District) relocate the pump station to a location that does not interfere with their development plans. A Preliminary Assessment Siting Report (Siting Study)was prepared to determine the best location for the new pump station and force main alignment. The Siting Study results led the property owner to offer a new pump station location northeast of the current pump station and to buy the existing property. Since then, however, the owner has withdrawn the offer. Therefore, the new pump station is proposed to be built immediately west of the existing pump station, which was determined by the Siting Study as the preferred location prior to the property swap being identified as a consideration. The proposed approach is to build a new pump station and force main system while the existing system is in operation. After completion, the existing pump station will be demolished and an odor control facility and backup generation will be built on the restored site. The proposed pump station site will be larger to allow safer access for maintenance personnel and to accommodate an on-site odor control system. RELEVANT STANDARDS • Maintain a proactive asset management program • Meet CEQA and NEPA standards Page 1 of 2 • Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting TIMING CONCERNS The Bay Bridge Pump Station is aging and is nearing the end of its useful life. The surrounding property owner is planning to develop the property. Constructing the new facilities in advance of the proposed development will reduce overlapping construction activities and have less community impacts. RAMIFICATIONS OF NOT TAKING ACTION N/A PRIOR COMMITTEE/BOARD ACTIONS October 2017 - Approved a Professional Design Services Agreement with Arcadis US Inc. for Bay Bridge Pump Station and Force Main Replacement, Project No. 5-67, for an amount not to exceed $7,137,000, and approved a contingency of $713,700 (10%). ADDITIONAL INFORMATION N/A CEQA An Environmental Impact Report for a project based on the property swap was prepared for adoption in December 2017, but was not submitted to the Board for adoption due to an impasse in the property negotiations with the owner. CEQA is now being updated to reflect the pump station location west of the existing pump station. FINANCIAL CONSIDERATIONS This item is informational and does not require any commitment of funds. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: N/A VR:dm:gc Page 2 of 2 ORANGE COUNTY SANITATION DISTRICT COMMON ACRONYMS Association of California Local Agency Formation Regional Water Quality ACWA Water Agencies LAFCO Commission RWQCB Control Board APWA American Public Works LOS Level Of Service SARFPA Santa Ana River Flood Association Protection Agency AQMD Air Quality Management MGD Million Gallons Per Day SARI Santa Ana River District Interceptor ASCE American Society of Civil MOU Memorandum of SARWQCB Santa Ana Regional Water Engineers Understanding Quality Control Board BOD Biochemical Oxygen Demand NACWA National Association of Clean SAWPA Santa Ana Watershed Water Agencies Project Authority CARB California Air Resources NEPA National Environmental SCADA Supervisory Control And Board Policy Act Data Acquisition California Association of Non-Governmental Southern California CASA Sanitation Agencies NGOs Organizations SCAP Alliance of Publicly Owned Treatment Works CCTV Closed Circuit Television NPDES National Pollutant Discharge SCAQMD South Coast Air Quality Elimination System Management District CEQA California Environmental NWRI National Water Research SOCWA South Orange County Quality Act Institute Wastewater Authority CIP Capital Improvement O& M Operations&Maintenance SRF Clean Water State Program Revolving Fund CRWQCB California Regional Water OCCOG Orange County Council of SSMP Sewer System Quality Control Board Governments Management Plan CWA Clean Water Act OCHCA Orange County Health Care SSO Sanitary Sewer Overflow Agency CWEA California Water Environment OCSD Orange County Sanitation SWRCB State Water Resources Association District Control Board EIR Environmental Impact Report OCWD Orange County Water District TDS Total Dissolved Solids EMT Executive Management Team OOBS Ocean Outfall Booster Station TMDL Total Maximum Daily Load EPA US Environmental Protection OSHA Occupational Safety and TSS Total Suspended Solids Agency Health Administration Professional Waste Discharge FOG Fats, Oils, and Grease PCSA Consultant/Construction WDR Requirements Services Agreement gpd gallons per day PDSA Professional Design Services WEF Water Environment Agreement Federation GWRS Groundwater Replenishment POTW Publicly Owned Treatment WERF Water Environment& System Works Reuse Foundation ICS Incident Command System ppm parts per million WIFIA Water Infrastructure Finance and Innovation Act Integrated Emergency Professional Services Water Infrastructure IERP Response Plan PSA Agreement WIIN Improvements for the Nation Act JPA Joint Powers Authority RFP Request For Proposal WRDA Water Resources Development Act ORANGE COUNTY SANITATION DISTRICT GLOSSARY OF TERMS ACTIVATED SLUDGE PROCESS—A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen and consume dissolved nutrients in the wastewater. BENTHOS —The community of organisms, such as sea stars, worms, and shrimp, which live on, in, or near the seabed, also known as the benthic zone. BIOCHEMICAL OXYGEN DEMAND (BOD) — The amount of oxygen used when organic matter undergoes decomposition by microorganisms.Testing for BOD is done to assess the amount of organic matter in water. BIOGAS—A gas that is produced by the action of anaerobic bacteria on organic waste matter in a digester tank that can be used as a fuel. BIOSOLIDS—Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farmland or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. CAPITAL IMPROVEMENT PROGRAM (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements, additional capacity, and projects for the support facilities. COLIFORM BACTERIA—A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere, used as indicators of sewage pollution. E. coli are the most common bacteria in wastewater. COLLECTIONS SYSTEM — In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. CERTIFICATE OF PARTICIPATION (COP)—A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. CONTAMINANTS OF POTENTIAL CONCERN (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. DILUTION TO THRESHOLD (D/T) —The dilution at which the majority of people detect the odor becomes the D/T for that air sample. GREENHOUSE GASES (GHG) — In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse effect"). GROUNDWATER REPLENISHMENT SYSTEM(GWRS)—Ajoint water reclamation project that proactively responds to Southern California's current and future water needs. This joint project between the Orange County Water District and the Orange County Sanitation District provides 70 million gallons per day of drinking quality water to replenish the local groundwater supply. LEVEL OF SERVICE (LOS)—Goals to support environmental and public expectations for performance. N-NITROSODIMETHYLAMINE (NDMA) — A N-nitrosamine suspected cancer-causing agent. It has been found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. NATIONAL BIOSOLIDS PARTNERSHIP (NBP)—An alliance of the National Association of Clean Water Agencies and Water Environment Federation, with advisory support from the US Environmental Protection Agency. NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. PLUME—A visible or measurable concentration of discharge from a stationary source or fixed facility. PUBLICLY OWNED TREATMENT WORKS (POTW)—A municipal wastewater treatment plant. SANTA ANA RIVER INTERCEPTOR (SARI) LINE—A regional brine line designed to convey 30 million gallons per day of non- reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal, after treatment. SANITARY SEWER — Separate sewer systems specifically for the carrying of domestic and industrial wastewater. Combined sewers carry both wastewater and urban runoff. SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT (SCAQMD) — Regional regulatory agency that develops plans and regulations designed to achieve public health standards by reducing emissions from business and industry. SECONDARY TREATMENT — Biological wastewater treatment, particularly the activated sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater. SLUDGE—Untreated solid material created by the treatment of wastewater. TOTAL SUSPENDED SOLIDS(TSS)—The amount of solids floating and in suspension in wastewater. TRICKLING FILTER—A biological secondary treatment process in which bacteria and other microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in wastewater as it trickles over them. URBAN RUNOFF—Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and oceans. WASTEWATER—Any water that enters the sanitary sewer. WATERSHED—A land area from which water drains to a particular water body. The Orange County Sanitation District's service area is in the Santa Ana River Watershed.