Loading...
HomeMy WebLinkAbout10-04-2017 Operations Committee Meeting Agenda Packet Orange County Sanitation District Wednesday, October 4, 2017 Regular Meeting of the a 5:00 P.M. OPERATIONS COMMITTEE Administration Building Board Room 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 AGENDA CALL TO ORDER PLEDGE OF ALLEGIANCE DECLARATION OF QUORUM: Clerk of the Board PUBLIC COMMENTS: If you wish to address the Committee on any item, please complete a Speaker's Form(located at the table outside of the Board Room)and submit it to the Clerk of the Board or notify the Clerk of the Board the item number on which you want to speak. Speakers will be recognized by the Chairman and are requested to limit comments to three minutes. REPORTS: The Committee Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Committee Members. These reports are for information only and require no action by the Committee. CONSENT CALENDAR: The Consent Calendar Items are considered routine and will be enacted, by the Committee, after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve Minutes of the September 6, 2017 Operations Committee Meeting. 2. CONTRACTING FORMER EMPLOYEE MICHAEL E. MCCARTHY FOR ENVIRONMENTAL MONITORING SERVICES (Jim Colston) RECOMMENDATION: Award a Purchase Order Contract to retired employee Michael E. McCarthy not to exceed $30,000,for the period November 1, 2017 through June 30, 2018, to provide the Ocean Monitoring Program with specialized skills in marine invertebrate taxonomy, and to assist in other aspects of the program such as field sampling and data analysis that are necessary to meet the Clean Water Act permit-mandated environmental monitoring requirements. 10/04/2017 Operations Comm@tee Agenda Page 1 of 4 3. CONTRACTING FORMER EMPLOYEE VLADIMIR KOGAN FOR ENVIRONMENTAL COMPLIANCE SERVICES (Jim Colston) RECOMMENDATION: Award a Purchase Order Contract to retired employee Vladimir Kogan not to exceed $63,802, for the period October 1, 2017 through September 30, 20187 to provide the environmental compliance program with Dr. Kogan's specialized skills and knowledge in air quality toxics health risk assessment (AB 2588) and in other aspects of the air quality compliance program. 4. NEW COMBO TRUCK/RECYCLER COOPERATIVE PROCUREMENT WITH VACTOR (Ed Torres) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve the purchase of one (1) VACTOR brand compressed natural gas (CNG)sewer combo cleaning, water recycling truck(combo truck)from Haaker Equipment Company using the National Joint Powers Alliance cooperative Contract Number 022014-FSC with Vactor, for an amount not to exceed $739,427, in accordance with Ordinance No. OCSD-47, Section 2.03(B), Cooperative Purchases; and B. Approve a contingency of$36,971 (5%). 5. HEAVY DUTY TOW TRUCK COOPERATIVE PROCUREMENT WITH NATIONAL AUTO FLEET GROUP (Ed Torres) RECOMMENDATION: Approve the purchase of one (1) 2018 Freightliner Cascadia alternative fuel Compressed Natural Gas (CNG) heavy-duty tow truck (CNG Day- Tractor), using the National Joint Powers Alliance cooperative Contract Number 081716-NAF with National Auto Fleet Group for a total cost of$180,145 in accordance with Ordinance No. OCSD-47, Section 2.03(B), Cooperative Purchases. 6. SERVICE AGREEMENT FOR CENTRAL GENERATION AUTOMATION/ CONTINUOUS EMISSIONS MONITORING SYSTEMS (CEMS), CONTRACT NO. J-79-lA(Ed Torres) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Sole Source Service Purchase Order Agreement with CEMTEK Environmental for maintenance services of the Central Generation automation/continuous emissions monitoring systems at both Central Generation facilities for a five-year period beginning November 23, 2017 through November 22, 2022, for a total amount not to exceed $580,625; and B. Approve a contingency of$58,063 (10%) 10/04/2017 Operations Comm@tee Agenda Page 2 of 4 7. LABOR COMPLIANCE PROGRAM, SPECIFICATION NO. CS-2017-876BD (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Professional Services Agreement with The Solis Group for the development and implementation of a Labor Compliance Program, Specification No. CS-2017-87613D, for an amount not to exceed $391,567; and B. Approve a contingency in the amount of$39,157 (10%). NON-CONSENT CALENDAR: 8. BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT, PROJECT NO. 5-67 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Professional Design Services Agreement with Arcadis US Inc. to provide engineering design services for the Bay Bridge Pump Station and Force Main Replacement, Project No. 5-67, for an amount not to exceed $7,137,000; and B. Approve a contingency of$713,700 (10%). 9. OCSD/OCWD JOINT AGREEMENT FOR GWRS FINAL EXPANSION (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: Approve the First Amendment to the Second Amended and Restated Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the Groundwater Replenishment System and Green Acres Project between Orange County Sanitation District and Orange County Water District. INFORMATION ITEMS: 10. STRATEGIC PLAN UPDATE (Bob Ghirelli) 11. ORANGE COUNTY SANITATION DISTRICT PROCUREMENT PROCESS (Lorenzo Tyner) DEPARTMENT HEAD REPORTS: 1 o104,2017 Operations CommMee Agenda Page 3 of 4 CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: The next Operations Committee meeting is scheduled for Wednesday, November 1, 2017 at 5:00 p.m. Accommoda8ons for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714) 593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Aaenda Posting: In accordance with the requirements of California Government Code Section 54954.2,this agenda has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley,Cal'domis,not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item,including any public records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board. Agenda Description: The agenda provides a brief general description of each item of business to be considered or discussed. The recommended action does not indicate what action will be taken. The Board of Directors may take any action which is deemed appropriate. NOTICE TO DIRECTORS: To place items on the agenda for the Committee Meeting,items must be submitted to the Clerk of the Board 14 days before the meeting. Kelly A. Lore Clerk of the Board (714)593-7433 kloreaocsd.com For any questions on the agenda,Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherberg(cpoosd.com Assistant Geneml Manager Bob Ghirelli (714)593-7400 rahirellifalocsd.com Director of Engineering Rob Thompson (714)593-7310 rlhompsorutpocsd.com Director of Environmental Services Jim Colston (714)593-7450 icolstomptomd.com Director of Operations&Maintenance Ed Torres 714 593-7080 etorres omd.com 10/04/2017 Operations Committee Agenda Page 4 of 4 ITEM NO. 1 MINUTES OF THE OPERATIONS COMMITTEE Orange County Sanitation District Wednesday, September 6, 2017, 5:00 p.m. A regular meeting of the Operations Committee was called to order by Committee Chair Withers on Wednesday, September 6, 2017 at 5:06 p.m. in the Administration Building. Alternate Director Puckett led the Flag Salute. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: John Withers, Chair Jim Herberg, General Manager Ellery Deaton, Vice-Chair Bob Ghirelli, Assistant General Manager Denise Barnes Celia Chandler, Director of Human Resources Kris Beard (Alternate) Jim Colston, Director of Environmental Services Robert Collacott Rob Thompson, Director of Engineering Richard Murphy Ed Torres, Director of Operations and Maintenance Chuck Puckett (Alternate) Lorenzo Tyner, Director of Finance & Tim Shaw Administrative Services Fred Smith Kelly Lore, Clerk of the Board Mariellen Yarc Jennifer Cabral Greg Seboum, Board Chair Mike Dorman David Shawver, Board Vice-Chair Mark Esquer Dean Fisher COMMITTEE MEMBERS ABSENT: Alfredo Garcia Phil Hawkins Kathy Millea Michelle Steel Mark Kawamoto Jeff Mohr Man Nguyen Victoria Pilko Merrill Seiler Paula Zeller Eros Yong OTHERS PRESENT: Brad Hogin, General Counsel Bob Ooten, Alternate Director (CMSD) Patrick Sheilds, IRWD PUBLIC COMMENTS: None. Clerk of the Board Kelly Lore distributed a late communication from Director of Operations & Maintenance Ed Torres regarding an alternate recommendation for Consent Calendar Item No. 14. 09/06/2017 Operations Committee Minutes Page 1 &9 REPORT OF COMMITTEE CHAIR: Committee Chair Withers did not provide a report. Board Vice-Chairman Shawver reported on his attendance at the recent CASA Conference. REPORT OF GENERAL MANAGER: General Manager Jim Herberg provided information regarding a letter received from the City of Anaheim's Successor Agency to the Anaheim Redevelopment Agency. He stated that a request for a new appointment be made to the Anaheim Oversight Board to fill the vacancy of Gail Eastman who represents the Orange County Sanitation District. A copy of the letter and a current list of the 13 Redevelopment Agency Oversight Boards were distributed to the Committee members and made available to the public. Mr. Herberg stated that at the September 271" Board of Directors meeting an item will be presented to appoint the new member to the Anaheim board and to reaffirm the currently listed appointments to the remaining 12 boards unless any Director provided an alternative recommendation. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED. SECONDED. and DULY CARRIED TO: Approve Minutes of the July 5, 2017 Operations Committee Meeting. AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Alternate), Seboum, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 2. CAPITAL IMPROVEMENT PROGRAM CONTRACT PERFORMANCE REPORT (Rob Thompson) MOVED. SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file the Capital Improvement Program Contract Performance Report for the period ending June 30, 2017. AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Alternate), Seboum, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 09/06/2017 Operations committee Minutes Page 2 of 9 3. QUARTERLY ODOR COMPLAINT REPORT (Ed Torres) MOVED. SECONDED. and DULY CARRIED TO: Receive and file the Fiscal Year 2016/17 Fourth Quarter Odor Complaint Summary. AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Alternate), Seboum, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 4. BURIED WATER VALVE SUPPORT UPGRADES AT PLANT 2, PROJECT NO. FE16-05 (Rob Thompson) MOVED. SECONDED, and DULY CARRIED TO: A. Award a Construction Contract to AMPCO Contracting, Inc.for Buried Water Valve Support Upgrades at Plant No. 2, Project No. FE16-05, for a total amount not to exceed $139,000; and B. Approve a contingency of$27,800 (20%). AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Alternate), Seboum, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 5. SCE FEED RELIABILITY IMPROVEMENTS STUDY, PROJECT NO. P316-02 (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: A. Approve a cooperative Study Agreement between the Orange County Sanitation District and Southern California Edison for a Method of Service Study for SCE Feed Reliability Improvements Study, Project No. PS16-02, for an amount not to exceed $150,000; and B. Approve a contingency of$30,000 (20%). AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Alternate), Seboum, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 09/06/2017 Operations Committee Minutes Page 3 of 9 6. SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126 (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Award a Construction Contract to Access Pacific, Inc. for the Safety Improvements Program, Contract No. J-126E, for a total amount not to exceed$418,000,to address identified roof safety and fall protection issues; and B. Approve a contingency of$41,800 (10%). AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Alternate), Seboum, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 7. 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 annual Professional Services Agreements with Brown and Caldwell, AECOM, HDR, Dudek, and RMC, for on-call Planning Studies Master Contract No. PLAN2017-00, for the term November 1, 2017 — October 31, 2018, with a maximum annual fiscal year contract limitation not to exceed $400,000 for each Professional Services Agreement; and B. Approve two additional one-year optional extensions. AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Alternate), Seboum, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 8. ACTIVATED SLUDGE AERATION BASIN DECK REPAIR AT PLANT NO. 2 PROJECT NO. P2-118 (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Receive and file Bid Tabulation and Recommendation for Activated Sludge Aeration Basin Deck Repair at Plant No. 2, Project No. P2-118; B. Receive and file Orange County Sanitation District's Notice of Intent to Award dated August 21, 2017; C. Award a Construction Contract to Abhe and Svoboda, Inc. for the Activated 09/06/2017 Operations Committee Minutes Page 4 of 9 Sludge Aeration Basin Deck Repair at Plant No. 2, Project No. P2-118, for a total amount not to exceed $906,975; and D. Approve a contingency of$90,700 (10%). AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Alternate), Seboum, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 9. ADDENDUM NO. 2 TO FINAL SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT FOR THE FINAL EFFLUENT PUMP STATION ANNEX AND COLLECTION SYSTEM ODOR & CORROSION CONTROL PROGRAM (Rob Thompson) MOVED. SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: Consider, receive, and file the Orange County Sanitation District's Addendum No. 2 to the Supplemental Environmental Impact Report for the Final Effluent Pump Station Annex and Collection System Odor & Corrosion Control Program, dated September 6, 2017, to accommodate odor and corrosion control chemical addition at Garden Grove Sanitary District's Tiffany Pump Station. AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Alternate), Seboum, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 10. ADDENDUM NO. 3 TO FINAL SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT FOR THE FINAL EFFLUENT PUMP STATION ANNEX AND COLLECTION SYSTEM ODOR & CORROSION CONTROL PROGRAM (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Consider, receive, and file the Orange County Sanitation District's Addendum No. 3 to the Supplemental Environmental Impact Report for the Final Effluent Pump Station Annex and Collection System Odor & Corrosion Control Program, dated September 6, 2017, to accommodate order and corrosion control chemical addition at Costa Mesa Sanitary District's Mendoza Pump Station. AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Alternate), Seboum, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 09106/2017 Operations Committee Minutes Page 5 of 9 11. GENERAL AND SEMI-SKILLED LABOR REPAIRS AND SERVICES CONTRACT (Ed Torres) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Award a Purchase Order Contract to Tiano Construction, Inc. (primary), Golden West Corp., and IQA Construction (secondary and tertiary) for labor services, Specification No. S-2017-858131), for the period October 1, 2017 through September 30, 2018,for a combined total annual amount not to exceed $300,000, with four one-year renewal options; and B. Approve an annual contingency of$30,000 (10%). AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Alternate), Seboum, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 12. CORRECTIVE MAINTENANCE OF PLANT NO. 1 AERATION BLOWER NO. 2 (Ed Torres) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a sole source purchase order contract for parts and services to Siemens Demag Delaval Turbomachinery Inc. (SDDTI) to repair Aeration Blower No. 2 in the amount of$281,196; and B. Approve a contingency of$56,239 (20%). AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Alternate), Seboum, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 13. GENIE 65 FOOT BOOM AERIAL LIFT PLATFORM COOPERATIVE PROCUREMENT WITH TEREX GENIE (Ed Torres) MOVED. SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: Approve the purchase of one (1) Genie S-65 foot boom aerial lift platform using the National Joint Powers Alliance cooperative Contract Number 042815-TER with GENIE TEREX PAPE Materials Handling for a total cost of $105,888, in accordance with Ordinance No. OCSD47, Section 2.03(B), Cooperative Purchases. 09/06/2017 Operations Committee Minutes Page 6 of 9 AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Alternate), Seboum, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 14. TAYLOR-DUNN CART PURCHASE FROM YALE CHASE EQUIPMENT AND SERVICES, INC. (Ed Torres) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Authorize the award of a sole source purchase of twenty-seven (27) Taylor-Dunn electric carts from Yale Chase Equipment and Services, Inc., in accordance with 03/28/01 Minute Order 12(C),for a total cost of$317,342 to include tax and delivery; and B. Approve a contingency of$15,868 (5%). AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Alternate), Seboum, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel NON-CONSENT CALENDAR: 15. OCEAN OUTFALL SYSTEM REHABILITATION, PROJECT NO. J-117 (Rob Thompson) Director of Engineering Rob Thompson provided a brief PowerPoint presentation regarding the criticality of Project No. J-117, active seismic faults identified, and the design challenges faced. MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Consider, receive, and file the Initial Study/Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program for the Ocean Outfall System Rehabilitation, Project No. J-117, and Outfall Low Flow Pump Station, Contract No. J-117B, prepared by Brown and Caldwell and Environmental Science Associates; B. Adopt Resolution No. OCSD 17-XX, making certain findings and adopting the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program pursuant to the California Environmental Quality Act; and C. Approve a contingency increase of $677,801 (10%) to the Professional Design Services Agreement with Brown and Caldwell for Ocean Outfall 09/06/2017 Operations Committee Minutes Page 7 of 9 System Rehabilitation, Project No. J-117, for a total contingency of $3,727,907 (55%). AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Alternate), Seboum, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel Committee Chair Withers departed the meeting at 5:30 p.m. Committee Vice-Chair Deaton presided over the meeting. 16. RECONDITIONING OF BELT FILTER PRESSES; PROJECT NO. MP-249 (Ed Torres) Director of Operations & Maintenance Ed Torres provided information and responded to questions regarding the necessity of the item. MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve an increase of$299,382 to Purchase Order No. 105983 with Alfa Laval Ashbrook Simon Hartley Inc. for the Reconditioning of Belt Filter Presses, located at Plant Nos. 1 and 2, for a new total amount not to exceed of$992,439; and B. Approve a contingency increase of $129,182 for a new total contingency amount not to exceed $198,488 (20%). AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett(Alternate), Sebourn, Shaw, Shawver, F. Smith, and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins, Steel, and Withers INFORMATION ITEMS: 17. URBAN RUNOFF PROGRAM (Jim Colston) Director of Environmental Services Jim Colston provided an informative PowerPoint presentation regarding OCSD's Urban Runoff Diversion Program with information including: history and background of diversion efforts, urban runoff policy, OCSD's partners, diversion locations, and the overall impact of the program. 09/06/2017 Operations committee Minutes Page 8 of 9 18. SPACE UTILIZATION NEEDS (Rob Thompson) Mr. Thompson provided a brief PowerPoint presentation regarding the future space utilization needs of OCSD which included an overview of current and recently completed construction projects, future construction needs, immediate space challenges, and long-term space issues. DEPARTMENT HEAD REPORTS: Mr. Thompson notified the Committee of two urgent items (cooperative agreements)that will be moving to the Board of Directors without Committee review. There were no objections. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS 54956.8: The Board convened in closed session at 6:00 p.m. to discuss one item. Confidential minutes of the Closed Session have been prepared in accordance with the above Government Code Section and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session Meetings. RECONVENED IN REGULAR SESSION: The Board reconvened in regular session at 6:10 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Brad Hogin stated there was nothing to report. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT Committee Vice-Chair Deaton declared the meeting adjourned at 6:11 p.m. to the next scheduled meeting of Wednesday, October 4, 2017 at 5:00 p.m. Submitted by, Kelly A. Lore, CMC Clerk of the Board 09/06/2017 Operations Committee Minutes Page 9 of OPERATIONS COMMITTEE Meeting Date To ad.of Dir. io o4w — AGENDA REPORT IWrn Number Item Number z - Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: James Colston, Director of Environmental Services SUBJECT: CONTRACTING FORMER EMPLOYEE MICHAEL E. MCCARTHY FOR ENVIRONMENTAL MONITORING SERVICES GENERAL MANAGER'S RECOMMENDATION Award a Purchase Order Contract to retired employee Michael E. McCarthy not to exceed $30,000, for the period November 1, 2017 through June 30, 2018, to provide the Ocean Monitoring Program with specialized skills in marine invertebrate taxonomy, and to assist in other aspects of the program such as field sampling and data analysis that are necessary to meet the Clean Water Act permit-mandated environmental monitoring requirements. BACKGROUND Invertebrate taxonomy is a highly skilled and technically difficult task, and is the most time-consuming duty performed by Orange County Sanitation District's (Sanitation District) Ocean Monitoring Program. Michael McCarthy is a fully trained and capable invertebrate taxonomist, having work at the Sanitation District for over 30 years. Mr. McCarthy has agreed to perform this work at his former hourly rate, which is significantly below what a consultant would charge. In addition, Mr. McCarthy is highly proficient in the performance of ocean monitoring support activities and Feld work, and he could fill-in on short notice when Sanitation District staff are unavailable. The need to contract with Mr. McCarthy is due to a delay in invertebrate taxonomy training of the Senior Environmental Specialists (SES). The most cost effective and efficient means of addressing these needs is to contract with Mr. McCarthy in accordance with Sanitation District Policy 1.4 Section 6.2 on the Re-Employment of Former Employees. He can assist with taxonomy work at a fixed rate per sample ($381 for polychaetes and $69 for mollusks) and, if needed, additional work time at the current rate of compensation for his former classification (Principal Environmental Specialist, step 5 @ $57.32/hour) with a total time limit not to exceed 525 hours and/or a total cost not to exceed $30,000. This arrangement will provide the training time needed for the SES to become proficient in invertebrate taxonomy and provide emergency coverage for other duties (e.g., field work) that Mr. McCarthy can perform. RELEVANT STANDARDS • NPDES permit requirements • Comply with the Clean Water Act Page 1 of 2 PROBLEM The Sanitation District is mandated in the Clean Water Act permit to perform and report annually on monitoring in the ocean environment that receives the treated wastewater effluent. This includes invertebrate population health assessments, which require the identification of species to the lowest level. This requires a highly specialized skill set. Due to current training of staff and the loss of a Principal Environmental Specialist position from the Ocean Monitoring Team, the permit-required program element discussed above cannot be met without contractor support. PROPOSED SOLUTION The contracting of former employee Michael McCarthy will provide the skill set necessary to meet our permit requirements. During this time, staff will continue the training necessary to be self-sufficient. TIMING CONCERNS Ocean invertebrate samples were collected in July 2017 and are awaiting processing and analysis. More samples will be collected in January 2018. All analyses must be completed by June 30, 2018. Analysis must begin by November 1, 2017 to be completed in time to meet reporting requirements. RAMIFICATIONS OF NOT TAKING ACTION The work that staff cannot complete that is necessary to meet the provisions of the Sanitation District's Clean Water Act permit can be performed by a contract laboratory, but it will be less efficient due to additional required meetings and at a higher cost. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (Budget Update FY2017-18, Line item: Page 45, Professional/Contractual Services). Project contingency funds will not be used for this contract. Date of Aooroval Contract Amount Continaencv 10/04/2017 $30,000 N/A ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A Page 2 of 2 OPERATIONS COMMITTEE Meeting Date To ad.of Dir. io o4w — AGENDA REPORT em Number Item Number 3 — Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: James Colston, Director of Environmental Services SUBJECT: CONTRACTING FORMER EMPLOYEE VLADIMIR KOGAN FOR ENVIRONMENTAL COMPLIANCE SERVICES GENERAL MANAGER'S RECOMMENDATION Award a Purchase Order Contract to retired employee Vladimir Kogan not to exceed $63,802, for the period October 1, 2017 through September 30, 2018, to provide the environmental compliance program with Dr. Kogan's specialized skills and knowledge in air quality toxics health risk assessment (AB 2588) and in other aspects of the air quality compliance program. BACKGROUND Air quality emissions monitoring/quantification and air toxics analysis are highly skilled, technically difficult tasks which are critical for maintaining compliance with regulatory reporting requirements. A comprehensive, facility-wide air toxics AB 2588 Health Risk Assessment (HRA) has not been performed by the Orange County Sanitation District (Sanitation District) since 2006 and is currently required by South Coast Air Quality Management District(SCAQMD). The development of input files for the risk assessment model is very complicated,with results highly dependent upon numerous details including air quality constituent analysis, testing methodology, and application of emission factors across different processes. Development of accurate input files, including justification of some emission factors, is very time-consuming due to the number of air toxics being evaluated and their identification with specific plant operations. Dr. Vladimir Kogan worked in-depth on the Sanitation District's previous HRA in 2006. He has detailed knowledge of the input files development as well as familiarity with the treatment plant processes and emissions sources at both plants. The most cost effective and efficient means of addressing these air quality program needs is to contract with Dr. Kogan in accordance with the Sanitation District Policy 1.4 Section 6.2 on the Re-Employment of Former Employees. Under this policy, Dr. Kogan can work up to 120 days per year (960 hours based on 8 hours/day) at the current rate of compensation for his former classification (Senior Scientist, step 5 @ $66.46/hour) with a total cost not to exceed $63,802. This arrangement will provide the time needed for the Sanitation District to complete the HRA update with SCAQMD, to train laboratory staff on Quality Assurance review of emissions source testing results, and to assist with the evaluation and updating of the Annual Emissions Report structure and content. These special projects are very time-consuming and will benefit from the subject matter expertise and facility knowledge of Dr. Kogan. Page 1 of 3 RELEVANT STANDARDS • SCAQMD permit and rule requirements • Maintain environmental regulatory oversight by all regulators PROBLEM The Sanitation District is mandated to provide detailed input files for SCAQMD to perform a comprehensive AB 2588 HRA for both plants based on emissions reported in the 2015 Annual Emissions Report. This requires a highly specialized skill set that is familiar with the Sanitation District treatment facilities and emissions sources, in-depth knowledge of the previous HRA that was performed in 2006, and knowledge of testing methods used to determine emission factors for individual air toxics. This special project is very time- consuming and its outcome will dictate whether the Sanitation District must provide public notification to the neighboring community of serious health risks (if the notification threshold is exceeded through health risk modeling). It is important that the Sanitation District provide the best information available (accurate and technically defendable data) in order to ensure the best possible outcome. PROPOSED SOLUTION The contracting of former employee Vladimir Kogan will provide the skill set necessary to meet our permit and rule requirements, including the Voluntary Risk Reduction Plan and associated AB 2588 HRA for both plants. During this time, staff will continue the training necessary to be self-sufficient. TIMING CONCERNS SCAQMD will conduct an initial review of the Plan within 30 days of receipt. If the Plan is found to be deficient in any aspect and is rejected, the Sanitation District must provide corrections within 30 days of notice. Failing to meet the deadline may result in enforcement penalties. RAMIFICATIONS OF NOT TAKING ACTION Some of the work staff cannot complete that is necessary to meet the provisions of the Sanitation District's air quality compliance requirements can be performed by a contracted subject matter expert, but it will be less efficient due to additional required meetings and at a higher cost. Further, justification for continuing to use specific data used in the previous (2006) HRS, such as emission factors for individual constituents, is lost without the experience and input of Dr. Vladimir Kogan, who worked on developing the emissions factors during his tenure with the Sanitation District. PRIOR COMMITTEE/BOARD ACTIONS 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 (Budget Update FY2017-15, Line item: Page 45, Professional/Contractual Services). Project contingency funds will not be used for this contract. Date of Approval Contract Amount Continaency 10/04/2017 $63,802 N/A ATTACHMENT The following attachment(s) may be viewed on-line at the OOSD website (wwwocsd.corn with the complete agenda package: N/A Page 3 of 3 OPERATIONS COMMITTEE Meeting Date TOBd.Ot Dir. io/o4/v io/zs/v AGENDA REPORT IWmNumber Item Number a Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations & Maintenance SUBJECT: NEW COMBO TRUCK/RECYCLER COOPERATIVE PROCUREMENT WITH VACTOR GENERAL MANAGER'S RECOMMENDATION A. Approve the purchase of one (1) VACTOR brand compressed natural gas (CNG) sewer combo cleaning, water recycling truck (combo truck) from Haaker Equipment Company using the National Joint Powers Alliance cooperative Contract Number 022014-FSC with Vector,for an amount not to exceed $739,427, in accordance with Ordinance No. OCSD-47, Section 2.03(B), Cooperative Purchases; and B. Approve a contingency of $36,971(5%). BACKGROUND The Orange County Sanitation District (Sanitation District) Collections division is responsible for the operation and maintenance of the Sanitation District's regional sewer system consisting of about 400 miles of regional sewer pipe and 15 outlying pump stations. The Sanitation District utilizes industrial sewer cleaning combo trucks (combo truck)to clean and remove blockages in the sewer pipes, remove grease and debris from pump station wet wells, and to respond to emergency situations such as spills. These combo trucks are critical assets to the effective and efficient operation and maintenance of the collection system. Conventional combo trucks accomplish cleaning tasks through a combination of vacuum and water jetting. Water jetting uses potable water from the combo trucks 1500-gallon tank. Sanitation District staff generally use four-six 1500-gallon tanks/trucks daily, or approximately 1.2-1.8 million gallons of potable water annually, for each combo truck. Potable water is supplied from city hydrants directly or by rental water trucks. The potable water is wasted into the sewer system during sewer maintenance and cleaning operations. Advances in technology have resulted in a combo "Recycler' truck that utilizes the wastewater in the sewer being cleaned for water jetting tasks. Combo 'Recycler' trucks minimize or eliminate the use of potable water for sewer cleaning tasks. Page 1 d 3 RELEVANT STANDARDS • Participate in National Joint Powers Authority (NJPA) cooperative purchasing program • Consider life-cycle costs in all decisions PROBLEM The Sanitation District's Collections division currently operates two sewer maintenance crews, each consisting of a combo truck, a pull rig truck, and a crew of four staff members. To achieve the Sanitation District's five-year cleaning cycle goal (this goal is more aggressive than the seven-year cycle submitted in our Sanitary Sewer Management Plan to the Regional Water Board)for managed sewers, 55 miles of sewers should be cleaned annually. This goal is not being met due to the unavailability of the combo trucks because of both preventive and corrective maintenance that is required to keep the combo trucks operational, planned or unforeseen support needed for Capital Improvement Projects, and access to sewer pipes. Staff have attempted to overcome this problem by renting a combo truck; however, there are often delays due to their unavailability from the rental companies, which impacts the cleaning schedule and results in staff inefficiency. The current sewer cleaning backlog is more than 20 weeks annually. Annual combo truck rental costs are approximately $75,000. The existing combo trucks consume 1.2-1.8 million gallons of potable water per truck annually. The potable water is 'wasted" into the sewer collection system, requiring approximately 2,000 man hours per truck annually to refill the combo truck's water tank that could be directed toward activities that are more beneficial. Annual water truck rental costs are approximately $18,000. PROPOSED SOLUTION Staff is seeking approval to purchase one (1) new CNG fueled combo cleaning truck that utilizes water-recycling technology. The addition of a third combo truck will support uninterrupted sewer cleaning activities when vehicles require maintenance or repairs, enabling staff to achieve our cleaning goals; it will support construction activities without interruption of planned sewer pipe cleaning activities; and it will provide the Sanitation District with the ability to have an emergency response combo truck, if needed. A third sewer crew, along with the third pull-rig truck that we currently own and operate, will use the third combo truck. The additional cost for the water recycling feature of the combo truck over the standard combo truck is approximately $109,000. Annualized savings associated with water truck rental ($18,000), purchase of water($20,000), and internal staff labor for filling water into the combo trucks ($180,000) equates to $218,000. Based upon an initial capital cost of $109,000 the Return-On-Investment is under one year. Also, the recycling feature will result in an annual savings of 1.2-1.8 million gallons of potable water that will not be discharged into the sewer. Page 2 of 3 The Sanitation District is required to reduce or eliminate the use of large diesel engines by the South Coast Air Quality Management District (SCAQMD). The additional cost of the CNG engine system is approximately $100,000. RAMIFICATIONS OF NOT TAKING ACTION If this vehicle is not purchased, the Sanitation District will continue to face challenges in meeting its sewer cleaning goals, incur an approximate annual cost of $293,000 associated with rental trucks and internal labor to provide water to the combo truck, as well as reduced staff effectiveness associated with delays in obtaining a rental combo truck. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Seeking the lowest price, the Sanitation District is utilizing the NJPA agreement. The NJPA is a public agency that serves as a cooperative for over 50,000 member agencies nationally. The Sanitation District is a member of the NJPA at no cost. NJPA offers a multitude of cooperatively contracted products, equipment, and services opportunities to education and government entities throughout the country. Vector is locally represented by Haaker Equipment Company. This purchase meets the SCAQMD's Rule 1196 requirement — Clean On-Road Heavy- Duty Public Fleet Vehicles. The requirement is directed at fleets with 15 or more heavy- duty vehicles (i.e., vehicles weighing more than 14,001 Ibs.). The Sanitation District prides itself on being a good neighbor and therefore strives to meet SCAQMD's regulatory requirements, as such, low emission, zero-emission, and other"green" fleet vehicles are considered whenever economically and functionally possible. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. These items have been budgeted through the Capital Equipment Budget Summary (Fiscal Year 2016-2017 Budget Section 8 (Line 10 Item: 822-Fleet Services, Pages 104-105). A budget transfer comprised of funds from Division 822 from FY 2014/15—FY 2016/17 (multiple line items)of$77,000 was recently completed to fund this item. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A Page 3 d 3 OPERATIONS COMMITTEE Meeting Date To ad.of Dir. io o4w — AGENDA REPORT em Number Item Number s — Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations & Maintenance SUBJECT: HEAVY DUTY TOW TRUCK COOPERATIVE PROCUREMENT WITH NATIONAL AUTO FLEET GROUP GENERAL MANAGER'S RECOMMENDATION Approve the purchase of one (1) 2018 Freightliner Cascadia alternative fuel Compressed Natural Gas (CNG) heavy-duty tow truck (CNG Day-Tractor), using the National Joint Powers Alliance cooperative Contract Number 081716-NAF with National Auto Fleet Group for a total cost of$180,145 in accordance with Ordinance No. OCSD-47, Section 2.03(B), Cooperative Purchases. BACKGROUND The Orange County Sanitation District (Sanitation District) budgeted for one (1) heavy- duty tow truck(CNG day-tractor)to transport the Sanitation District's large trailer-mounted generators and pumps, as well as other heavy mobile equipment. The Sanitation District's trailer-mounted generator and pumps are used in support of emergency operations and construction activities. Under non-emergency conditions, the Sanitation District currently contracts with tow companies when the largest mobile equipment is moved to or from the pump stations. RELEVANT STANDARDS • Participate in National Joint Powers Authority (NJPA) cooperative purchasing program • Consider life-cycle costs in all decisions PROBLEM The Sanitation District owns large trailer-mounted generators and pumps, but lacks the tow vehicle necessary to transport this equipment as needed within the Sanitation District's service area. Tow companies are not always immediately available to move equipment of this size. In emergencies, when a contracted heavy tow vehicle is not available, the Sanitation District has used an oversized crane truck to transport the equipment. This vehicle travels at low speed and requires an escort vehicle with emergency lights. Page 1 of 2 PROPOSED SOLUTION Staff seeks approval to purchase one (1) heavy-duty tow truck (CNG Day-Tractor) budgeted in FY2017-18. This will allow the Sanitation District to safely and reliably transport the trailer mounted generators and pumps as needed. TIMING CONCERNS Having this truck available for the upcoming storm season will reduce our reliance on contract rentals and the use of our heavy crane vehicle for towing. RAMIFICATIONS OF NOT TAKING ACTION If the large trailer-mounted emergency equipment cannot be transported rapidly, the Sanitation District is at higher risk of a sanitary overflow at a pump station due to a loss of installed generators or installed pumps. Without the heavy-duty tow truck (CNG Day- Tractor), we cannot respond to an emergency situation immediately, placing the agency at risk. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Seeking the lowest price, the Sanitation District is utilizing the NJPA agreement. The NJPA is a public agency that serves as a cooperative for over 50,000 member agencies nationally. The Sanitation District is a member of the NJPA at no cost. NJPA offers a multitude of cooperatively contracted products, equipment, and services opportunities to education and government entities throughout the country. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. These items have been budgeted through the Capital Equipment Budget Summary(Fiscal Year 2017-2018 (Line Item 4: 822-Fleet Services, Page A20). A budget transfer comprised of funds from Division 822 from FY 2014/15 — FY 2016/17 (multiple line items) of$82,600 was recently completed to fund this item. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: N/A Page 2 d 2 OPERATIONS COMMITTEE Meeting Date TOBd.Of Dir. io/oa/v io/zs/v AGENDA REPORT emNumber Item Number 6 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations & Maintenance SUBJECT: SERVICE AGREEMENT FOR CENTRAL GENERATION AUTOMATION/CONTINUOUS EMISSIONS MONITORING SYSTEMS (CEMS), CONTRACT NO. J-79-lA GENERAL MANAGER'S RECOMMENDATION A. Approve a Sole Source Service Purchase Order Agreement with CEMTEK Environmental for maintenance services of the Central Generation automation/continuous emissions monitoring systems at both Central Generation facilities for a five-year period beginning November 23, 2017 through November 22, 2022, for a total amount not to exceed $580,625; and B. Approve a contingency of$58,063 (10%). BACKGROUND The Orange County Sanitation District (Sanitation District) operates eight Continuous Emissions Monitoring System (CEMS) units to continually monitor the exhaust gases of each engine as required by South Coast Air Quality Management District (SCAQMD) permits. The CEMS units and supporting Data Acquisition and Handling Software (DAHS) were specified and installed under a capital project manufactured by CEMTEK Environmental (CEMTEK). CEMTEK is the sole manufacturer of this specialized item and the supporting software, therefore they are uniquely qualified to maintain it. They have been successfully providing the service for five years. RELEVANT STANDARDS • Maintain and support Enterprise Asset and Financial Management Systems • Maintain environmental regulatory oversight by all regulators • Maintain a proactive asset management program PROBLEM The Sanitation District's standard for Programmable Logic Controller (Modicon PLC) equipment was installed under the CEMS project. The Modicon PLCs require customized proprietary code written by CEMTEK. Maintenance or capital projects involving changes to the code require CEMTEK's involvement. Page 1 of 3 If the Sanitation District contracts with another service provider and the program code subsequently failed, the service from CEMTEK would be lost, which could potentially risk the shutdown of the affected engine(s) due to SCAQMD requirements. PROPOSED SOLUTION Staff recommends thatthe contract for CEMS maintenance of hardware and software and reporting services be renewed with CEMTEK for an additional five-year term. This will help ensure reliability, regulatory compliance, and continual support services. TIMING CONCERNS N/A RAMIFICATIONS OF NOT TAKING ACTION The current contract will expire on November 22, 2017. If continual monitoring services, as required by our permits, are nonoperational, the SCAQMD could consider the facility out of compliance and could request a shutdown or impose fines. PRIOR COMMITTEE/BOARD ACTIONS November 2015—Approved additional maintenance services to a Sole Source Purchase Order Service Agreement, J-79-lA with CEMTEK Environmental for maintenance of the Central Generation Engines continuous emissions monitoring systems, for an additional amount of $104,068, for a new total amount not to exceed $361,568, for the contract period ending November 22, 2017. October 2012 - Approval renewal of a sole source service agreement with CEMTEK Environmental for maintenance services of the Central Generation automation/continuous emissions monitoring systems at both Central Generation facilities for a five-year period, for a total amount not to exceed $257,500, plus 10% contingency. ADDITIONAL INFORMATION N/A CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the Division 830 and 840 operating budgets Page 2 of 3 (Line Item: Repairs and Maintenance, Page 49). Project contingency funds will not be used for this agreement. Date of ADDroval Contract Amount Contingency 10/25/17 $580,625 $58,063(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 3 of 3 OPERATIONS COMMITTEE Meeting Date TOBd.Ot Dir. i0 04/v io/zs/v AGENDA REPORT emNumber Item Number Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: LABOR COMPLIANCE PROGRAM, SPECIFICATION NO. CS-2017-876BD GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Services Agreement with The Solis Group for the development and implementation of a Labor Compliance Program, Specification No. CS-2017-87613D, for an amount not to exceed $391,567; and B. Approve a contingency in the amount of$39,157 (10%). BACKGROUND The Orange County Sanitation District(Sanitation District)is the recipient of two$1 million grants from the Proposition 84 Integrated Regional Water Management Program. The two awarded projects are the Sludge Dewatering and Odor Control at Plant No. 1 (Project No. 131-101) and the Newhope-Placentia Trunk Sewer Replacement (Project No. 2-72). The grant agreement requires the Sanitation District to ensure compliance with California Labor Code requirements, including preparation and implementation of a Labor Compliance Program (LCP). While the construction contracts require Contractors to comply with California Labor Code for its employees and its Subcontractors' employees, the Sanitation District does not have a formal and comprehensive LCP in place. In accordance with requirements of the California Labor Code section 1771.5(b) and subchapter 4 of chapter 8 of Title 8 of California Code of Regulations, the Sanitation District must have a program in place approved by the California Department of Industrial Relations for all projects funded in whole or in part by Proposition 84. An LCP consists of having an approved enforcement manual, regular monitoring and review of certified payroll records, audits, site visits, worker interviews, annual reports, project completion close-out reports, etc. The two awarded projects are well into construction, so retroactive monitoring and reporting will need to occur to be in full compliance. RELEVANT STANDARDS • Sound engineering and accounting practices, complying with local, state and federal laws Page 1 d 4 PROBLEM The Sanitation District currently does not have an LCP as required by state law for projects funded by Proposition 84. By not having an approved LCP,the Sanitation District is not in full compliance with our grant requirements and agreements. PROPOSED SOLUTION Develop and implement an LCP. TIMING CONCERNS The two projects are currently in construction, thus requiring retroactive review of records and submittal of multi-year annual reports to the Department of Industrial Relations. A delay would cause additional retroactive work to be performed, thus resulting in higher costs to be in compliance. RAMIFICATIONS OF NOT TAKING ACTION The Sanitation District will be in violation of Proposition 84 grant agreement requirements and could potentially be asked to refund the $2 million awarded. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Request for Proposal Development As part of the Proposition 84 grant, the Sanitation District is required to have an LCP for its awarded projects. The Sanitation District inquired with other agencies to learn about their program and how it is executed and managed. The program is elaborate, time consuming, and requires a level of expertise that the Sanitation District currently does not have on staff. Inquiries with some LCP firms helped establish a baseline for what would be involved with such a program. Based on the responses, a more detailed scope of work was developed for proposal. This scope included establishing a program approved by the Department of Industrial Relations, bringing the two current projects into compliance, and continuous monitoring of the projects until completion. On July 20, 2017, the Sanitation District issued a Request for Proposal (RFP) and on August 31, 2017, seven proposals were received from the following vendors: GCAP Services, Hill International, Casamar Group, Padilla & Associates, The Solis Group, Willdan Engineering, and The G Crew. The G Crew proposal was not accepted because the proper paperwork was not submitted. Page 2 d 4 Reauest for Proposal Evaluation An Evaluation Committee consisting of three Sanitation District staff members from Engineering reviewed and ranked each of the proposals in accordance with Board of Directors' Ordinance No. OCSD-47. Each evaluator reviewed and scored the proposals independently, comparing the vendor's proposed offering against the specifications in the underlying RFP. A representative from the Purchasing Division participated in the evaluation process as a non-voting member. The proposals were evaluated according to understanding and approach, related experience, and team and staff qualifications. After reviewing and scoring the proposals, the Evaluation Committee interviewed the two top-ranked firms, The Solis Group (TSG) and Willdan Engineering, to meet the proposed key team and further evaluate the firms' qualifications. Unlike engineering design proposals that are required to be a qualifications-based selection only, these proposals include cost as factor in the selection, representing 5% of the total scoring. The cost proposals were submitted in a separate sealed envelope and were scored separately after the review of the technical proposals. Presentations from these firms were conducted on September 21, 2017. A final score was compiled and TSG was determined to be the top-ranked firm. Please refer to the proposal evaluation table below for further scoring information. Overall, TSG was ranked highest due to their proposed team's experience in implementing an LCP program with similar issues as the Sanitation District, their overall approach, as well as the positive references contacted. PROPOSAL EVALUATION TABLE CRITERIA WEIGHT WEIGHTED WILLDAN TSG HILL P&A GCAP CASAMAR SCORE Qualifications of Firm 40 400 353.33 373.33 266.67 266.67 260 346.67 Proposed Staffing and 20 200 166.67 183.33 167.67 Project 150 150 120 Organization Work Plan 25 250 220.83 237.5 137.5 195.83 129.17 183.33 Proposal Score 741.83 761.83 570.46 628.79 525.46 712.96 Proposal Ranking 2 1 5 4 6 3 Presentation 10 100 60 98.33 Cost 5 50 50 41.59 Evaluation 00 OVERALL 100 1000 850.83 934.08 SCORE Initial $325,718 $391,567 Proposal Fee Negotiated $391,567 Fee Page 3 of 4 Following the proposal evaluation, the Evaluation Committee met with the top-ranked firm to clarify the Fee Proposal and implementation schedule, and a best and final offer was subsequently submitted and accepted. Staff recommends awarding the procurement and implementation agreement to The Solis Group for a not-to-exceed amount of$391,567. This Professional Services Agreement includes costs for development and implementation of an LCP which includes retroactive labor compliance monitoring, general labor compliance monitoring activities, and project close-out reporting for two CIP projects which have each been awarded Proposition 84 grant funding. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. The budgeted cost for the proposed Labor Compliance Professional Services Agreement is contained within the approved CIP project budgets and no additional funding is necessary. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: Professional Services Agreement DF:DC:dm:gc Page 4 of 4 PROFESSIONAL CONSULTANT SERVICES AGREEMENT Labor Compliance Program Specification No. CS-2017-876BD THIS AGREEMENT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708 (hereinafter referred to as "OCSD")and r 1 with a principal place of business at r 1 (hereinafter referred to as "Consultant") collectively referred to as the "Parties". WITNESSETHH WHEREAS, based on Consultant's expertise and expatia e, OCSD desires to temporarily engage Consultant to provide Labor Compliance Pro ram "Services" as described in Exhibit"A", and 0` WHEREAS, Consultant submitted i dated ; and A WHEREAS, on , the Board of Directors of OCSD, by minute order, authorized execution of this Agreement between OCSD and Consultant; and WHEREAS, OCSD has chosen Consultant to conduct Services in accordance with Ordinance No. OCSD-47; and NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 1. Introduction v 1.1 This Agreement a I e hibits hereto (called the "Agreement") is made by OCSD and the Consultant. The ter s and conditions herein exclusively govern the purchase of Services as described in Exhibit"A". 1.2 Exhibits to this Agreement are incorporated by reference and made a part of this Agreement as though fully set forth at length herein. Exhibits to this Agreement are as follows in order of precedence: Exhibit "A" Scope of Work Exhibit "B" Proposal 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 Agreement and any of the provisions of the exhibits hereto, the provisions of this Agreement shall in all respects govern and control. 1.4 This Agreement may not be modified, changed or supplemented, nor may any obligations hereunder be waived or extensions of time for performance granted, except by written instrument signed by both Parties. 1.5 The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any section or provision hereof. Orange County Sanitation District 1 of 10 Specification No. CS-2017-876BD Version 010617 1.6 The term "days", when used in the Agreement, shall mean calendar days, unless otherwise noted as workdays. 1.7 The term "workday'. Workdays are defined as all days that are not Saturday, Sunday, or OCSD observed holidays. Meetings with OCSD staff shall be scheduled from Monday through Thursday between the hours of 8 a.m. and 4 p.m. (exception is Operations staff who maintain plant operations 24/7 and work a rotated 12-hour shift) and shall conform to OCSD work schedules. OCSD review periods shall not include OCSD observed holidays. 1.8 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 Evg, and Christmas Day. 1.9 Work Hours:All work shall be schedule rough Friday, between the ho r4 a.m. and 5:30 p.m. OCSD will not pay for trav e. 1.10 Consultant shall provide OCSD with all required premiums and ir at no charge beyond the total amount of the Agreement. 1.11 Except as expressly provided otherwise, OCSD accepA010 for any expenses, losses, or action incurred or undertaken by Consultant as a r ult of work performed in anticipation of purchases of said services by OCSD. 2. Scone of Work Subject to the terms of this reement, Consultant shall perform the Services identified in Exhibit "A". Consultant warrants that all of its Services shall be performed in a competent, professional, and satisfactory manner. 3. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. A review of the time required for the modification will be made by OCSD and Consultant and the Agreement period adjusted accordingly. 4. Compensation Compensation to be paid by OCSD to Consultant for the Services provided under this Agreement shall be a total amount not to exceed [ 1 Dollars ($f 1.00). 5. California Department of Industrial Relations tDIRIRepistration and Record of Wailes 5.1 To the extent Consultant's employees and/or subconsultants who will perform work for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, Consultant and subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. 5.2 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 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. 5.3 Pursuant to Labor Code Section 1776, the Consultant and subconsultants 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 Orange County Sanitation District 2 of 10 Specification No. CS-2017-876BD Version 010617 Division of Labor Standards Enforcement of the Department of Industrial Relations. 5.4 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. Payment and Invoicing 6.1 OCSD shall pay, net thirty (30) days, upon receipt and approval, by OCSD's Project Manager or designee, of itemized invoices submitted for work completed in accordance with Exhibit "K. OCSD, at its sole discretion, shall be the determining party as to whether the Services have been satisfactorily completed. 6.2 Invoices shall be emailed by Consultant to#*CSD Accounts Payable at APStaff(a,OCSD.com and "INVOICE" with the Purchase Order Number and Specification No. CS-2017-876BD shall be referenced in the subject line. - 7. Audit Rights Consultant agrees that, during the term of this Agreement and for awriod 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 sultant relating to the invoices submitted by Consultant pursuant to this Agreement 8. Commencement and Term The Services o� der this Agreement shall be completed within one thousand four hundred sixty ( 60) calendar days from the effective date of the Notice to Proceed. F 9. Extensions The term oft greement maybe extended only by written instrument signed by both Parties. 10. Performance Ti a essence in the performance of the provisions hereof. 11. Termination 11.1 OCSD reserves the right to terminate this Agreement for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD. Upon receipt of a termination notice, Consultant shall immediately discontinue all work under this Agreement (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Consultant for work performed (cost and fee) to the date of termination. Consultant expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Agreement. Such notice of termination shall terminate this Agreement and release OCSD from any further fee, cost or claim hereunder by Consultant other than for work performed to the date of termination. 11.2 OCSD reserves the right to terminate this Agreement immediately upon OCSD's determination that Consultant is not complying with the Scope of Work requirements, if the level of service is inadequate, or any other default of this Agreement. 11.3 OCSD may also immediately terminate for default of this Agreement in whole or in part by written notice to Consultant: • if Consultant becomes insolvent or files a petition under the Bankruptcy Act; or • if Consultant sells its business; or • if Consultant breaches any of the terms of this Agreement; or • if total amount of compensation exceeds the amount authorized under this Agreement. Orange County Sanitation District 3 of 10 Specification No. CS-2017-876BD Version 010617 11.4 All OCSD property in the possession or control of Consultant shall be returned by Consultant to OCSD on demand, or at the termination of this Agreement, whichever occurs first. 12. Indemnification and Hold Harmless Provision Consultant 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 Consultant's services under this Agreement, or by its subconsultant(s) or by anyone directly or indirectly employed by Consultant, and whether such damage or injury shall accrue or be discovered before or after the termination of the Agreement. Except as to the sole active negligence of or willful misconduct of OCSD, Consultant 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 interfere with the use of property, arising out of or in connection with Consultant's performance under the Agreement, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process, or any patented or unpatented invention, article or appliance, furnished or used under the Agreement, and/or (c) on account of any goods and services provided under this Agreement. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Consultant or anyone employed by or working under Consultant. To the maximum extent permitted by law, Consultant'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'rarties 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. Consultant agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. This section shall survive the expiration or early termination of the Agreement. - 13. Insurance Consultant and all subconsultants shall purchase and maintain, throughout the life of this Agreement and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements, Exhibit "C". Consultant shall not commence work under this Agreement until all required insurance is obtained in a form acceptable to OCSD, nor shall Consultant allow any subconsultant to commence service pursuant to a subcontract until all insurance required of the subconsultant has been obtained. Failure to maintain required insurance coverage shall result in termination of this Agreement. 14. Confidentiality and Non-Disclosure 14.1 Consultant acknowledges that in performing the Services hereunder, OCSD may have to disclose to Consultant orally and in writing certain confidential information that OCSD considers proprietary and has developed at great expense and effort. 14.2 Consultant agrees to maintain in confidence and not disclose to any person, firm, or corporation, without OCSD's prior written consent, any trade secret or confidential information, knowledge or data relating to the products, process, or operation of OCSD. 14.3 Consultant further agrees to maintain in confidence and not to disclose to any person, firm, or corporation any data, information, technology, or material developed or obtained by Consultant during the term of this Agreement. Orange County Sanitation District 4 of 10 Specification No. CS-2017-876BD Version 010617 14.4 Consultant agrees as follows: • To use the confidential information only for the purposes described herein; to not reproduce the confidential information; to hold in confidence and protect the confidential information from dissemination to and use by anyone not a party to this Agreement; and to not use the confidential information to benefit itself or others. • To restrict access to the confidential information to its Consultant or personnel of Consultant who (1) have a need to have such access and (2) have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement. • To return all confidential information in Consultant's possession upon termination of this Agreement or upon OCSD's request, whichever occurs first. • To hold in confidence information and materials 'f any, eloped pursuant to the Servic s hereunder. 14.5 The provisions of this section shall su terms tion or expiration of thisnt shall continue for so long as the material remains confidential. w 15. Ownership of Documents All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subconsultants, and agents in the performance of this Agreement shall be the property of OCSD and shall be promptly delivered to OCSD upon request of OCSD's Project Managgir or designee, or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by OCSD of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at OCSD's sole risk and without liability to Consultant. Consultant shall ensure that all its subconsultants shall provide for assignment to OCSD of any documents or materials prepared by them. 16. Ownership of Intell€ctua/Property 16.1 Consultant agrees that all designs, plans, reports, specifications, drawings, schematics, prototypes, models, inventions, and all other information and items made during the course of this Agreement and arising from the Services (hereinafter referred to as "New Developments")shall be and are assigned to OCSD as its sole and exclusive property. 16.2 Consultant agrees to promptly disclose to OCSD all such New Developments. Upon OCSD's request, Consultant agrees to assist OCSD, at OCSD's expense, to obtain patents or copyrights for such New Developments, including the disclosure of all pertinent information and data with respect thereto, the execution of all applications, specifications, assignments, and all other instruments and papers which OCSD shall deem necessary to apply for and to assign or convey to OCSD, its successors and assigns, the sole and exclusive right,title and interest in such New Developments. Consultant agrees to obtain or has obtained written assurances from its employees and contract personnel of their agreement to the terms hereof with regard to New Developments and confidential information. 16.3 Consultant warrants that Consultant has good title to any New Developments, and the right to assign New Developments to OCSD free of any proprietary rights of any other party or any other encumbrance whatever. 16.4 The originals of all computations, drawings, designs, graphics, studies, reports, manuals, photographs, videotapes, data, computer files, and other documents prepared or caused to Orange County Sanitation District 5 of 10 Specification No. CS-2017-876BD Version 010617 be prepared by Consultant or its subconsultants in connection with these Services shall be delivered to and shall become the exclusive property of OCSD. OCSD may utilize these documents for OCSD applications on other projects or extensions of this project, at its own risk. 17. No Solicitation of Employees 17.1 Consultant agrees that it shall not, during the term of this Agreement and for a period of one (1) year immediately following termination of this Agreement, or any extension hereof, call on,solicit,or take away any of the employees whom Consultant became aware of as a result of Consultant's Services to OCSD. 17.2 Consultant acknowledges that OCSD's employees are critical to its business and OCSD expends significant resources to hire, employ, and t*# employees. Should Consultant employ or otherwise engage OCSD's employees during the term of this Agreement and for a period of one (1)year following termination of this Agreement, Consultant will pay OCSD fifty percent(50%) of the former employee's most recent annual salary earned at OCSD to accurately reflect the reasonable value of OCSD's time and c ts.�This payment is in addition to any othe fights and remedies OCSD may have at `V 18. Independent Contractor Capacity 18.1 The relationship of Consultant to OCSD is thlof an independ nt contractor and nothing herein shall be construed as creating an empl rant or agency relationship. 18.2 Consultant shall act independently and not asi officer or employee of OCSD. OCSD assumes no liabilityfor Consultant's action and performance, norassumes responsibility for taxes, funds, payments or other commitments, implied or expressed, by or for Consultant. 18.3 Consultant shall not be considered an agent of OCSD for any purpose whatsoever, nor shall Consultant have the right to, and shall not, commit OCSD to any agreement, contract or undertaking. Consultant shall not use OCSD's name in its promotional material or for any advertising or publicity purposes without expressed written consent. 18.4 Consultant shall not be entitled to any benefits accorded to those individuals listed on OCSD's payroll as regular employees including, without limitation, worker's compensation, disability insurance, vacation, holiday or sick pay. Consultant shall be responsible for providing, at Consultant's expense, disability, worker's compensation or other insurance as well as licenses and permits usual or necessary for conducting the Services hereunder. 18.5 Consultant shall be obligated to pay any and all applicable Federal, State and local payroll and othertaxes incurred as a result of fees hereunder. Consultant hereby indemnifies OCSD for any claims, losses,costs,fees, liabilities,damages or penalties suffered by OCSD arising out of Consultant's breach of this provision. 18.6 Consultant shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OCSD's payroll as regular employees. Consultant shall remain ineligible for such benefits or participation in such benefit plans even if a court later decides that OCSD misclassified Consultant for tax purposes. 19. Licenses, Permits Consultant represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Agreement will be paid by Consultant. Orange County Sanitation District 6 of 10 Specification No. CS-2017-876BD Version 010617 20. Consultant's Representations In the performance of duties under this Agreement, Consultant shall adhere to the highest fiduciary standards, ethical practices and standards of care and competence for their trade/profession. Consultant agrees to comply with all applicable Federal, State and local laws and regulations. 21. Familiarity with Work By executing this Agreement, Consultant warrants that: 1) it has investigated the work to be performed; 2)it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Consultant's risk, until written instructions are received from OCSD. 22. Right to Review Services Facilities rds , � 22.1 OCSD reserves the right to review orti f the Services performed by Consutt under this Agreement, and Cor�ulta ees t cooperate to the fulledextent possible. 22.2 Consultant shall furnish to OCSD such reports, statistical data, and other information pertaining to Consultant's Services as shall be reasonably required by OCSD to carry out its rights and responsibilities under its agreements with its bondholders or noteholders and any other agreement relating to the development of the project(s)and in connection with the issuance of its official statements and other prospectuses with respect to the offering, sale, and issuance its bonds and other obligations. F 22.3 The right of OCSD to review or approve drawings, specifications, procedures, instructions, reports,test results, calculations, schedules, or other data that are developed by Consultant shall not relieve Consultant of any obligation set forth herein. 23. Force Maieure Neither party shall be liable for delays caused by accident, Flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Agreement. 24. Severability If any section, subsection, or provision of this Agreement, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Agreement or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 25. Waiver The waiver of either party of any breach or violation of, or default under, any provision of this Agreement, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Agreement or default thereunder. Any breach by Consultant to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 26. Remedies In addition to other remedies available in law or equity, if the Consultant fails to make delivery of the goods or Services or repudiates its obligations under this Agreement, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may(1)terminate the Agreement; (2)recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute goods or Services for those due from Consultant. In the event OCSD elects to "cover as Orange County Sanitation District 7 of 10 Specification No. CS-2017-876BD Version 010617 described in (3), OCSD shall be entitled to recover from Consultant as damages the difference between the cost of the substitute goods or Services and the Agreement price, together with any incidental or consequential damages. 27. Governing Law This Agreement shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. 28. 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 Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief hich it may be entitled. 29. Dispute Resolution 29.1 In the event of a dispute as to the coActio interpretation of this Agreement, or any rights or obligations hereunder, the Parties she first attempt, in good faith, to resolve the dispute by mediation.The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process..� 29.2 In the event the Parties are unable t/timely res ve 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 e State of California. The arbitrator's decision and award shall be subject to review for of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 30. Damage to OCSD's Property Any OCSD property damaged by Consultant will be subject to repair or replacement by Consultant at no cost to OCSD. 31. OCSD Safety and Human Resources Policies OCSD requires Consultant and its subconsultants 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 Agreement it is discovered that OCSD Safety Standards do not comply with Federal, State or local regulations, then the Consultant is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Consultant and all of its employees and subconsultants, shall adhere to all applicable OCSD Safety Standards and Human Resources Policies found at: OCSD.com, "Doc Central" (bottom of page), under "Safety". OCSD's Safety Standards and Human Resource Policies are hereby incorporated by reference as though fully set forth herein in Exhibit"D". 32. Freight(F.O.B. Destination) Consultant assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Agreement. Orange County Sanitation District 8 of 10 Specification No. CS-2017-876BD Version 010617 33. Assignments Consultant shall not delegate any duties nor assign any rights under this Agreement without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 34. Conflict of Interest and Reportinu 34.1 Consultant shall at all times avoid conflicts of interest or appearance of conflicts of interest in performance of this Agreement. 34.2 Consultant affirms that to the best of its knowledge there exists no actual or potential conflict between Consultant's families, business or financial interest or its Services under this Agreement, and in the event of change in either its private interests or Services under this Agreement, it will raise with OCSD any question regardingpossible conflict of interest which may arise as a result of such change. 35. Third Party Rights Nothing in thip-oeem shall be construed to giv ight benefits to anyone other than(&SD and Cons ant. 36. Non-Liability of OCSD Officers and Employees No officer or employee of CSD shall be personally liable to Consultant, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Consultant or to its successor, orfor breach of any obligation of the terms of this Agnement. 37. Authority to Execute The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the Parties are fprmally bound. 36. Read and Understood By signing this Agreement, Consultant represents that it has read and understood the terms and conditions of the Agreement. 39. Entire Agreement This Agreement constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 9 of 10 Specification No. CS-2017-876BD Version 010617 40. Notices All notices under this Agreement must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Any facsimile notice must be followed within three (3) days by written notice. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Larry Roberson Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenge Fountaira.Valley, CA 92708-7018 , Consultant: Contact Name Contact Title Com an Name Street Address City, State, Zip Code Each party shall provide the other party writteVotice of any change in address as soon as practicable. & , IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Agreement to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated By: Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Manager COMPANY Dated: By: Print Name and Title of Officer Orange County Sanitation District 10 of 10 Specification No. CS-2017-876BD Version 010617 OPERATIONS COMMITTEE Meeting Date Toed.ofon. 10/04/17 10/7S/17 AGENDA REPORT Item Number IemNumber s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT, PROJECT NO. 5-67 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Design Services Agreement with Arcadis US Inc. to provide engineering design services for the Bay Bridge Pump Station and Force Main Replacement, Project No. 5-67, for an amount not to exceed $7,137,000; and B. Approve a contingency of$713,700 (10%). BACKGROUND The existing Bay Bridge Pump Station and associated force mains piping were initially constructed in 1966. It is located on Pacific Coast Highway and is 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. The Owner of this surrounding property would like the Orange County Sanitation District (Sanitation District) to 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 that is northeast of the current pump station. The site is approximately 10,000 square feet (double the size of the existing) and accommodates a new force main alignment across the Newport Back Bay, which is to the north of the Cal Trans bridge. The preferred alternative 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 the restored site exchanged with the surrounding property owner so it can be used for the development. The proposed pump station site will allow safer access for maintenance personnel, the addition of an on-site odor control system, and be out of the public view from Pacific Coast Highway and the proposed mixed-use development. Page 1 of 4 RELEVANT STANDARDS • 24/7/365 treatment plant reliability • Ensure the public's money is spent wisely PROBLEM The pump station is over 50 years old and does not meet various Sanitation District safety and engineering standards. Access to the pump station is limited. The planned construction of a three-story, mixed-use development around the pump station will require an on-site odor control system. The existing pump station force main piping is under- sized, aging, cannot be inspected due to the location under the back bay channel, and is reaching the end of its useful lifespan. PROPOSED SOLUTION Build a pump station at a new location and an associated force main system that crosses the back bay channel. Abandon the existing pump station and force main system that is being replaced. The services of a design consulting firm are required to complete this work. TIMING CONCERNS Constructing the new facilities in advance of the proposed development will allow more space for construction staging and have less community impacts. The surrounding property owner is planning to begin construction in early 2020. To reduce delays for the proposed development, the preliminary design and permitting of this project will begin during the current property negotiations. The Sanitation District will not proceed into project final design until the property negotiations are complete. RAMIFICATIONS OF NOT TAKING ACTION The pump station would need to be rehabilitated in place and the force mains would require a different alignment to cross the Newport Back Bay channel. The existing pump station would be surrounded by a three-story, mixed-use development. Limited access for maintenance personnel and an increase in odor complaints would become problematic. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Consultant Selection: The Sanitation District requested and advertised for proposals for the Bay Bridge Pump Station and Force Main Replacement, Project No. 5-67, on June 6, 2017. The following Page 2 of 4 evaluation criterion were described in the Request for Proposals (RFP) and used to determine the most qualified Consultant. CRITERION WEIGHT Project Understanding and Approach 35% Related Project Experience 25% Project Team and Staff Qualifications 40% Five proposals were received on July 18, 2017. A pre-selected Evaluation Team consisting of the following Sanitation District staff reviewed the proposals. Adam Nazaroff CIP Project Manager Don Stokes Maintenance Superintendent William Cassidy Engineering Supervisor Michael Dorman Engineering Manager Raul Cuellar Engineering Supervisor The Evaluation Team reviewed and ranked each of the proposals in accordance with the evaluation process set forth in the Sanitation District Board of Directors' Ordinance No. OCSD47 (Purchasing Ordinance). Three additional representatives participated in the evaluation process as non-voting members; two from the Contracts Administration Division and one from Engineering. Following scoring by the Evaluation Team, it was deemed that interviews were necessary to determine the top proposer. Three proposers were selected for interviews. The two proposers not selected for the interview (Lee & Ro and Stantec) demonstrated a lower ranking with a natural break. Based on the ranking shown below, Arcadis was selected as the most qualified consultant. Consultant Arcadis Carollo Hazen Evaluator Evaluator 2 1 3 Evaluator 2 2 1 3 Evaluator 3 1 2 3 Evaluator 1 2 3 Evaluator 5 1 2 3 Combined 1 2 3 Ranking Page 3 d 4 Arcadis was selected based on the strength of their team experience and their presentation of a well-thought-out approach. Review of Fee Proposal and Negotiations: Proposals were accompanied by sealed fee proposals. In accordance with the Purchasing Ordinance, the fee proposal of only the highest-ranked firm was opened after approval by the Director of Engineering of the Evaluation Committee's recommendation. Staff conducted four negotiation meetings with Arcadia 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. Original Fee Proposal Negotiated Fee Total Hours 33,830 33,322 Total Fee $7,497,512 $7,136,621 The Consultant's fringe and overhead costs, which factor into the billing rate, have been substantiated. The contract profit is 5%, which is based on an established formula from the Sanitation District's standard design agreements. Based on the above, staff has determined 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 Arcadis. CEQA The Environmental Impact Report for this project is scheduled for consideration and adoption by the Sanitation District Board of Directors in December 2017. Design related decisions made prior to the adoption of this EIR, will be used to support the document. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (Line item: Section 8, Page 30 and 2017-18 Budget Update, Page A-7). 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 AN:dm:gc Page 4 of 4 PROFESSIONAL DESIGN SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 25" day of October, 2017 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT', and ARCADIS U.S., INC., for purposes of this Agreement hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT for Bay Bridge Pump Station and Force Main Replacement, Project No. 5-67; and to provide Design services for the replacing of the existing Bay Bridge Pump Station to meet current building, electrical, and safety codes and SANITATION DISTRICT design standards. The Bay Bridge Pump Station associated force mains will also be replaced. The force mains to be replaced extend from Bay Bridge Pump Station to a valve box on the west sided of Upper Newport Bay 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 October 25, 2017 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional 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. PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 1 of 20 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 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. PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 2 of 20 F. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that (a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, (b)subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Seven Million One Hundred Thirty-Seven Thousand Dollars ($7,137,000). Total compensation to CONSULTANT including burdened labor(salaries plus benefits), overhead, profit, direct costs, and Suboonsultant(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 PDSA PROJECT NO. 5-87 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 3 of 20 Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment"E"- Fee Proposal. E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment"E"- Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per 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 PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 4 of 20 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 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 PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 5 of 20 own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total compensation is not increased. 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 -AUDIT PROVISIONS. B. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2- COMPENSATION hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project element work performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. If the SANITATION DISTRICT determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of 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 it. The percentage of the work accomplished for each project element. The SANITATION DISTRICT, at its 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. PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 6 of 20 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 a false claim or request for payment or approval; b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; c) conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or e) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees and/or Subconsultants who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 7 of 20 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 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 Regulations Section 16461(a). 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. PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 8 of 20 7. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. III. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: 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. PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 9 of 20 D. AutomotiveNehicle Liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of Two Million Dollars ($2,000,000) or alternatively, Two Million Dollars ($2,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. 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 Ten Million Dollars ($10,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 10 of 20 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 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 11 of 20 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. 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. PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 12 of 20 N. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 8. SCOPECHANGES In the event of a change in the Scope of Work, requested by SANITATION DISTRICT, the parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONSULTANT's fees. 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each 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. PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 13 of 20 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: Gary V. Prater, Principal Contracts Administrator Copy: Adam Nazaroff, Project Manager PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 14 of 20 Notices shall be mailed to CONSULTANT at: ARCADIS U.S., INC. 320 Commerce Suite 200 Irvine, CA 92602 Attention: Harmik Aghanian, PE 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. PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 15 of 20 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, 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. PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 16 of 20 Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT's liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT's indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the 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. PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 17 of 20 24. CONSULTANT PERFORMANCE The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the SANITATION DISTRICT and may be considered in future CONSULTANT selection processes. 25. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, as applicable, all of which may be amended from time to time. 26. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the Agreement is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, the SANITATION DISTRICT shall give the Consultant written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30)days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT's cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in this Agreement. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. 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. PDSA PROJECT NO. 5-87 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 18 of 20 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. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 19 of 20 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: ARCADIS U.S., 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 X' Hourly Rate Schedule for Minor Subconsultant Attachment"L" OCSD Safety Standards GVP:yp PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 20 of 20 OPERATIONS COMMITTEE Meeting Date TOBd.Ot Dir. io/o4/v io/zs/v AGENDA REPORT emNumber Item Number 9 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: OCSD/OCWD JOINT AGREEMENT FOR GWRS FINAL EXPANSION GENERAL MANAGER'S RECOMMENDATION Approve the First Amendment to the Second Amended and Restated Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the Groundwater Replenishment System and Green Acres Project between Orange County Sanitation District and Orange County Water District. BACKGROUND The Orange County Sanitation District (Sanitation District)and the Orange County Water District (OCWD) have a Joint Exercise of Powers Agreement for the Final Expansion of the Groundwater Replenishment System (GWRS). The GWRS Final Expansion will increase the production capacity from 100 million gallons per day (mgd)to 130 mgd. Secondary effluent from both of the Sanitation District plants is required to support the GWRS Final Expansion. Currently, all the secondary effluent from the Sanitation District's Plant No. 1 is routed to the GWRS. To support the Final Expansion of the GWRS, all reclaimable flow from Plant No. 2 will need to be pumped to the GWRS. Five major construction projects on the Sanitation District property will be necessary to make this possible. Under the Second Amended Agreement, OCWD will be responsible for funding these five projects. The Sanitation District has agreed to design and construct the Headworks Modifications at Plant No. 2 for GWRS Final Expansion and the Plant Water Pump Station Relocation at Plant No. 2. OCWD shall reimburse the Sanitation District for the costs of the design and construction of these two projects. The Sanitation District is currently seeking grant funding for Headworks Modifications at Plant No. 2 for GWRS for Final Expansion. This Amendment provides authorization to the existing Joint Powers Agreement that any grant funds received by the Sanitation District applicable to Headworks Modifications at Plant No. 2 for GWRS Final Expansion shall be deducted from OCWD's reimbursement to the Sanitation District for its costs on the project. RELEVANT STANDARDS • Meet volume and water quality needs to support GWRS System • Support OCWD expansion of GWRS Page 1 d 4 PROBLEM The existing Second Amended Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the GWRS and Green Acres Project does not address grant funding. PROPOSED SOLUTION Adopt an amendment to the second amended agreement to cover new terms needed for grant funding for the final expansion of the GWRS. TIMING CONCERNS The Sanitation District applied for grant funding from the Federal Bureau of Reclamation in August 2017. RAMIFICATIONS OF NOT TAKING ACTION There would be no memorialized agreement regarding grant funding between the two agencies. PRIOR COMMITTEE/BOARD ACTIONS November2016: Adopted Resolution No. OCSD 16-30 entitled: "A Resolution of the Orange County Board of Directors adopting findings with respect to the California Environmental Quality Act in consideration of the Groundwater Replenishment System Final Program EIR/EIS (FEIR) as augmented by Addendum No. 6 to the FEIR and related actions"; Adopted Resolution No. OCSD 16-31 entitled: "A Resolution of the Orange County Board of Directors adopting findings with respect to the California Environmental Quality Act in consideration of the Orange County Water District Water Production Enhancement Project Initial Study/Mitigated Negative Declaration and related actions"; and Approved the Second Amended Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the Groundwater Replenishment System and Green Acres Project. September 2016: Established a project for Headworks Modifications at Plant No. 2 for GWRS Final Expansion, Project No. P2-122, with a budget of$50,000,000. May 2011: Considered, received, and filed Addendum No. 5 to the Orange County Water District (OCWD) Final Program EIR/EIS Groundwater Replenishment System (GWRS), Modified Page 2 of 4 Phase II Expansion Project, also known and herein referenced as the GWRS Initial Expansion Project; Adopted Resolution No. OCSD 11-06, Adopting Findings with Respect to the California Environmental Quality Act in Consideration of the GWRS Final Program EIR/EIS (FEIR) as Augmented by Addendum No. 5 to the FEIR and Related Actions; Approved Reimbursement Agreement with OCWD entitled "Reimbursement Agreement between the Orange County Water District and the Orange County Sanitation District for Construction of Portions of GWRS Initial Expansion Under the Secondary Activated Sludge Facility 2 at Plant No. 1, Job No. P1-102," in a form approved by General Counsel, for an estimated amount not to exceed $100,000, to be reimbursed to the Sanitation District; Authorized the General Manager to ratify a change order to the Secondary Activated Sludge Facility 2 at Plant No. 1, Job No. P1-102, to construct portions of the GWRS Initial Expansion Project for an amount not to exceed $100,000; and Approved a Storage Tanks Lease and License Agreement by and between the Sanitation District and OCWD, for installation of two 7.5-million-gallon storage tanks on the Sanitation District's Plant No. 1 site for$1 per year. April 2010: Approved Amended Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the Groundwater Replenishment System and Green Acres Project. January 2009: Adopted Resolution No. 09-01, Supporting the Water District Development of the Initial Expansion of the GWR System. ADDITIONAL INFORMATION N/A CEQA N/A FINANCIAL CONSIDERATIONS N/A Page 3 of 4 ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: • First Amendment to Second Amended and Restated Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the Groundwater Replenishment System and the Green Acres Project • Second Amended Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the Groundwater Replenishment System and Green Acres Project, dated November 2016 KM:sa:gc Page 4 of 4 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT FOR THE DEVELOPMENT OPERATION AND MAINTENANCE OF THE GROUNDWATER REPLENISHMENT SYSTEM AND THE GREEN ACRES PROJECT This First Amendment to Second Amended And Restated Joint Exercise Of Powers Agreement For The Development, Operation And Maintenance Of The Groundwater Replenishment System And The Green Acres Project is entered into by and between the Orange County Water District (the"Water District") and the Orange County Sanitation District(the "Sanitation District"). The Water District and the Sanitation District are sometimes collectively referred to herein as the "Parties,"and individually referred to as each "Party." This First Amendment shall be effective as of the_day of ,2017. RECITALS WHEREAS, on November 16, 2016,the Water District and the Sanitation District entered into the " Second Amended And Restated Joint Exercise Of Powers Agreement For The Development, Operation And Maintenance Of The Groundwater Replenishment System And The Green Acres Project" ("Agreement'); and WHEREAS,the Sanitation District's Headworks Segregation Project(`Plant 2 Headworks Modifications")is a component required to support final expansion of the Groundwater Replenishment System; and WHEREAS, on August 14, 2017, the Sanitation District applied for funding in the form of a grant from the Federal Bureau of Reclamation to aid in the design and construction of the Plant 2 Headworks Modifications; and WHEREAS,the Agreement requires the Water District to reimburse the Sanitation District for its cost to design and construct the Plant 2 Headworks Modifications, and the Sanitation District intends to reduce the Water District's required reimbursement by the amount of any grant funding applicable to the Plant 2 Headworks Modifications obtained by the Sanitation District. NOW,THEREFORE,the Parties agree to amend the Waste Water Interceptor Capacity Agreement 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 II,paragraph 3 of the Agreement is amended and restated in its entirety as follows: 1268639.1 3. Plant 2 Headworks Modifications Project. The Sanitation District shall plan, design and construct the Plant 2 Headworks Modifications project as described in Exhibit B. The Sanitation District shall meet and confer with the Water District regarding the design of the Plant 2 Headworks Modifications prior to its finalization and approval by the Sanitation District. The Sanitation District will provide any necessary support and assistance to the Water District in its efforts to obtain loans and grants to fund this project. The Water District shall reimburse the Sanitation District for the costs of planning,designing, and constructing the Project. Without limiting the foregoing, the Water District shall reimburse the Sanitation District for the costs of the design contract(s), the construction contract(s), and Sanitation District staff time spent on the project (total salary and benefits,pro-rated based on hours worked). The Sanitation District shall send an invoice to the Water District quarterly, which the Water District shall pay within 60 days of receipt. Should the Sanitation District successfully obtain grant funds applicable to the Plant 2 Headworks Modifications project,the Water District's reimbursement(s)to the Sanitation District for its cost of the design contract(s),the construction contract(s), and staff time spent on the project shall be reduced by the amount(s) of grant funds received by the Sanitation District for the project 3. Except as expressly provided herein,this First Amendment does not modify the Agreement. 4. 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 yen last signed below. Orange County Sanitation District Orange County Water District Chairman,Board of Directors Date President,Board of Directors Date Clerk of the Bond Date Clerk of the Bond Date Approved as to Form: Approved as to Form: Bradley R. Begin,General Counsel Joel Kuperberg,General Counsel 1268639.1 l SECOND AMENDED AND RESTATED JOINT EXERCISE OF POWERS DA/G*41 AGREEMENT FOR THE DEVELOPMENT,OPERATION AND MAINTENANCE OF THE GROUNDWATER REPLENISHMENT SYSTEM AND THE GREEN ACRES PROJECT This Second Amended and Restated Joint Exercise of Powers Agreement for the Development,Operation and Maintenance of the Groundwater Replenishment System and the Green Acres Project("Agreement") is made and entered into between the Orange County Water District(the"Water District")and the Orange County Sanitation District(the"Sanitation District"). The Water District and the Sanitation District are sometimes collectively referred to in this Agreement as the"Parties,"and ind' [dually referred to as each "Party."' The Agreement shall be effective as of the fa day of W, 2016. RECITALS This Agreement is based on the following facts, mutual understandings and intentions of the Parties: A. The Parties entered into an agreement dated November 12,2002 entitled"Joint Exercise of Powers Agreement for the Development, Operation and Maintenance of the Groundwater Replenishment System and the Green Acres Project"("Original 2002 Agreement"). The Original 2002 Agreement sets forth (1)certain rights and obligations relating to the planning, design, construction, operation, and maintenance of the Groundwater Replenishment System("System"), and(2)certain rights and obligations relating to the operation of the Green Acres Project and the Water District's sale of Reclaimed Water to the Sanitation District. The Parties amended the 2002 Agreement on October 15, 2003 and April 26, 2006. (The Original 2002 Agreement, as amended on October 15,2003 and April 26,2006,is hereinafter referred to as the"2002 Agreement"). B. The Parties entered into an agreement dated March 5,2010 entitled"Amended Joint Exercise of Powers Agreement for the Development, Operation and Maintenance of the Groundwater Replenishment System and the Green Acres Project"("2010 Agreement"). The 2010 Agreement provided for the Initial Expansion of the System from 70 million gallons per day("mgd")to 100 mgd. C. Pursuant to the 2002 Agreement and the 2010 Agreement,the Panics have planned,designed,and constructed the System. The System commenced operation on January 10, 2008,and has operated continuously since that date. The Patties have received numerous awards from regional, national, and international bodies for their pioneering work in the planning,design, construction,and operation of the System. D. The Water District is planning to further expand the System,at its own expense, by expanding the production capacity of the Advanced Water Treatment Facilities(AWTF)and related post-treatment facilities (the"AWTF Final Expansion"). As currently planned, the AWTF Final Expansion will increase the System's production capacity from 100 mgd to 130 ' Unless otherwise required by the context in which any defined term appears, capitalized terms shall have the meanings specified in Exhibit A hereto. 1 1201758.1 mgd. The AWTF Final Expansion is estimated to cost approximately one hundred and thirty million dollars($130,000,000). E. In order to produce 130 mgd of Product Water after the AWTF Final Expansion is complete,the Water District will require up to 175 mgd of Specification Influent from the Sanitation District. Currently,the Sanitation District provides up to 135 mgd of Specification Influent to the Water District, all of it from the Sanitation District's wastewater treatment facility designated m"Plant L" Based on current flows and flow projections, specification water from the Sanitation District's wastewater treatment facility designated as"Plant 2"will need to be made available to the AWTF. Five major construction projects on Sanitation District property will be necessary to make this possible: (i)the Plant 2 Headworks Modifications project, at an estimated cost of thirty eight-million dollars($38,000,000);(it) the Plant 2 Effluent Pump Station project,at an estimated cost of eighteen million dollars($18,000,000); (iii)the Plant 2 Flow Equalization Tank project,at an estimated cost of twenty-three million dollars ($23,000,000); (iv)the 66"Interplant Pipe Rehabilitation project,at an estimated cost of thirty- seven million dollars($37,000,000);and(v)the Plant Water Pump Station Replacement,which is part of the Ocean Outfall System Rehabilitation Project J-117,at an estimated cost of twelve million dollars(S 12,000,000). These projects are described in more detail in Exhibit"B" attached hereto. The Water District is willing to fund the design and construction of these five projects, in addition to the AWTF Final Expansion,under the terms and conditions set forth in this Agreement. F. The Sanitation District shall,at its own expense,(i)construct those portions of the Ocean Outfall System Rehabilitation Project J-117 that will replace portions of the Ocean Outfall Booster Station pumping system with a low flow pump station,and (ii)reconfigure the piping at the Plant 2 primary and secondary facilities to allow segregation of non-reclaimable and less desirable wastewater streams from those streams that will ultimately be treated by the System. These projects are currently in the Sanitation District's Capital Improvement Program and will continue to be funded from that source. G. The Water District uses the System's product water to replenish the Orange County Groundwater Basin,which provides potable water to over 2.4 million people in central and northern Orange County. Portions of the Basin,known as the"North Basin"and"South Basin", are contaminated with volatile organic compounds. The Water District operates extraction wells in the North Basin and South Basin to remove contaminated groundwater. Pursuant to the terms set forth in this Agreement,the Parties desire to increase the amount of wastewater available to the System by transferring contaminated groundwater extracted from the North Basin and South Basin to the Sanitation District for treatment and reuse. H. This Agreement is intended to replace and supersede the 2002 Agreement and the 2010 Agreement,and provide a complete expression of the Parties' respective rights and responsibilities related to the System. At the same time, the Parties acknowledge that(i)the Water District's covenants under this Agreement are supported by, among other consideration, all of the Sanitation District's covenants in the 2002 Agreement,the 2010 Agreement,and herein,(ii)the Sanitation District's covenants under this Agreement are supported by,among other consideration,all of the Water District's covenants in the 2002 Agreement,the 2010 Agreement, and herein. 1. The Sanitation District's substantial investment in the System provides the Sanitation District with a reliable outlet to dispose of more than one hundred(100)mgd of 2 1201758 1 secondary treated wastewater for certain periods. This allows the Sanitation District to delay and possibly eliminate a planned second ocean outfall, needed primarily to dispose of peak flows. J. This Agreement,m did the 2002 Agreement and the 2010 Agreement,provides for the planning, design,construction and operation of the System by the joint venture of the Parties. This Agreement is a Joint Powers Agreement within the meaning of Government Code Sections 6500,et seq. Pursuant to this Agreement, the Parties intend to jointly exercise powers common to them. The Parties possess, inter alia,the following common powers and authority: (1) The power and authority to construct,operate and maintain facilities,pipelines, other conduits, machinery,and other works to conserve,reclaim,purify,treat,transport or otherwise manage and put to beneficial use water that was recovered from operation of a sewerage system; (2) The power and authority to discharge water so as to replenish the underground basin and other natural water resources;and (3)The power and authority to acquire real and personal property, within or without the Parties'boundaries,as necessary or convenient for the full exercise of their respective powers. The method by which the Parties intend to jointly exercise these powers is set forth in this Agreement. This Agreement is also intended to set forth the terms and conditions governing (1) the Sanitation District's provision of secondary treated wastewater to the Water District for the Green Acres Project,and(2)the Water District's provision of tertiary treated water to the Sanitation District. AGREEMENT NOW,THEREFORE, in consideration of the foregoing facts recited and the mutual goals and objectives contained herein,the Parties agree as follows: I. Existing Agreements. 1. This Agreement shall replace and supersede the 2002 Agreement and the 2010 Agreement. It. Planning,Design,and Construction. 2. AWTF Final Expansion. The Water District shall,at its own expense,plan, design, and construct the AWTF Final Expansion as described in Exhibit A. 3. Plant 2 Headworks Modifications Project. The Sanitation District shall plan, design and construct the Plant 2 Headworks Modifications project as described in Exhibit B. The Sanitation District shall meet and confer with the Water District regarding the design of the Plant 2 Headworks Modifications prior to its finalization and approval by the Sanitation District. The Sanitation District will provide any necessary support and assistance to the Water District in its efforts to obtain loans and grants to fund this project. The Water District shall reimburse the Sanitation District for the costs of planning,designing, and constructing the Project. Without limiting the foregoing,the Water District shall reimburse the Sanitation District for the costs of 3 1201758.1 the design contract(s),the construction contract(s), and Sanitation District staff time spent on the project(total salary and benefits, pro-rated based on hours worked). The Sanitation District shall send an invoice to the Water District quarterly, which the Water District shall pay within 60 days of receipt. 4. Plant 2 Plant Water Pump Station Relocation Proiect. The Sanitation District shall plan, design and construct the relocation of the Plant 2 Plant Water Pump Station project as described in Exhibit B. This project shall be constructed as a part of existing project Ocean Outfall System Rehabilitation, Project J-117 for efficiency and coordination purposes. The Sanitation District shall meet and confer with the Water District regarding the design of the Plant 2 Plant Water Pump Station Relocation prior to its finalization and approval by the Sanitation District. The Sanitation District will provide my necessary support and assistance to the Water District in its efforts to obtain loans and grants to fund this project. The Water District shall reimburse the Sanitation District for the costs of planning, designing,and constructing the Project. Without limiting the foregoing,the Water District shall reimburse the Sanitation District for the costs of the design contract(s),the construction contract(s),and Sanitation District staff time spent on the project(total salary and benefits,pro-rated based on hours worked). The Sanitation District shall send an invoice to the Water District quarterly, which the Water District shall pay within 60 days of receipt. 5. Other Proiects. The Water District shall plan,design, and construct,at its own expense,the Plant 2 Effluent Pump Station project, the Plant 2 Flow Equalization Tank project, and the 66"Interplant Pipe Rehabilitation project, all as described in Exhibit B. The Water District shall meet and confer with the Sanitation District regarding the design of these facilities prior to the finalization and approval of the design of these facilities. 6. CEOA Review. The Parties acknowledge that the Water District has assumed the role of the lead agency under the California Environmental Quality Act("CEQA") for this Agreement and the construction and operation of the AWTF Final Expansion, the Plant 2 Headworks Modifications project, the Plant 2 Plant Water Pump Station Relocation project, the Plant 2 Effluent Pump Station project,the Plant 2 Flow Equalization Tank project,and the 66" Interplant Pipe Rehabilitation project,and at its expense has taken all actions required by CEQA for the construction and operation of these facilities,and the System. III. Ownership of Interests 7. Water District's Property Ownerships. Except as otherwise set forth herein or by separate instrument executed by the Parties, the Water District shall hold title to and own all System facilities, including the AWTF, the Initial Expansion facilities and the Final Expansion Facilities,that are located within the boundaries of the Water District's property. In addition,the Water District shall hold title to and own the Plant 2 Effluent Pump Station Project,the Plant 2 Flow Equalization Tank Project,and the 66"Interplant Pipe Rehabilitation Project within the boundaries of the Sanitation District's property. In addition,the parties acknowledge that Water District holds title to and owns the previously-constructed GWR Pipeline and ancillary and related facilities, including water percolation facilities, seawater intrusion barrier injection wells, and transmission pipeline facilities to deliver the GWRS water to the Water District's seawater intrusion barrier injection wells. The Water District also holds title to and owns all easements and rights-of-way obtained or to be obtained for the installation, operation and maintenance of all System facilities. 4 1201758.1 8. Sanitation District Property Ownerships. Except as otherwise set forth herein or by separate instrument executed by the Parties,the Sanitation District shall hold title to and own all Sanitation District facilities located within the Sanitation District's property that treat and transmit wastewater to the Water District as Specification Influent. 9. Ownership of Wastewater The Sanitation District shall hold title to and own all wastewater treated at the Sanitation District's property, including the rights to wastewater generated outside of the boundaries of the Water District,up to the point of delivery of such wastewater as Specification Influent to the Water District. 10.Ownership of GWRS Water. The Water District shall hold title to and own all Specification Influent received from the Sanitation District,and all rights to the GWRS Water produced by the System. Transfer of title to the secondary effluent shall pass from the Sanitation District to the Water District within the Secondary Effluent Junction Box No. 6(SEJB6), shown on Exhibit C attached hereto at Plant I or at the discharge of the Plant 2 Effluent Pump Station. Any revenues derived from the use or sale of GWRS Water that is not set forth in this Agreement shall be the sole property of the Water District. 11. Lease of Sanitation District Property by the Water District. 11.1. Reverse Osmosis Building Property. The Sanitation District shall continue to lease to the Water District the property described on Exhibit"D"attached hereto. During the term of the lease,the Water District shall use the leased property for System-related purposes. As the landlord and property owner, the Sanitation District shall assist the Water District in obtaining any permits or approvals that the Water District may seek from governmental agencies in connection with the construction and operation of the AWT Facilities,the influent screening facilities, the landscaping and associated piping on the leased property. Upon the Water District's request, the Sanitation District shall file or cause to be filed any application,documentation or information necessary to obtain such permits or governmental approvals. 11.2. Specified Plant 2 Property. The Sanitation District shall lease to the Water District two parcels totaling approximately 1.5 acres of property as described on Exhibit"E" attached hereto. During the tern of the lease,the Water District shall use the leased property for construction,operation and maintenance of the Plant 2 Effluent Pump Station project and the Plant 2 Flow Equalization Tank project. The Sanitation District may terminate the lease at any time upon five(5)years' notice to the Water District, if the Sanitation District determines that it requires the use of the Plant 2 Property. Upon termination of the lease, the Water District shall be responsible for removing the improvements and restoring the property to the original condition. As the landlord and property owner,the Sanitation District shall assist the Water District in obtaining any permits or approvals that the Water District may seek from governmental agencies in connection with the construction and operation of the Plant 2 Effluent Pump Station project, the Plant 2 Flow Equalization project, and the 66"Interplant Pipe Rehabilitation project. Upon the Water District's request,the Sanitation District shall file or cause to be filed any application,documentation or information necessary to obtain such permits or governmental approvals. 11.3. Lease of Property—Plant 1 Storage Tanks. The Sanitation District shall continue to lease to the Water District the property on which the two 7.5-million-gallon storage tanks are located as shown in Exhibit"D"attached hereto. The Sanitation District may terminate the lease at any time upon five(5) years' notice to the Water District, if the Sanitation District 5 1201758.1 determines that it requires the storage tank property for Sanitation District plant upgrades. The Water District shall be responsible for removal of the tanks and restoring the site to the original condition. 11.4. Rent. The total rent for all property leased to the Water District pursuant to this Section I I shall be Ten Dollars($10.00) for the term of this Agreement. The Parties acknowledge that the Water District has paid such rent to the Sanitation District concurrently with the execution and delivery of this Agreement. The rent is set at the nominal sum of ten dollars IS 10.00)because the Sanitation District has, and will continue to,otherwise receive adequate and substantial consideration from the Water District under this Agreement, the 2002 Agreement, and the 2010 Agreement. 12. Entrance on the Sanitation District's Provertv. The Sanitation District hereby grants to the Water District, its employees,consultants, contractors,sub-contractors and designated agents and representatives,a license to enter upon, occupy, and use one of the Sanitation District's entrances,to be selected by the Sanitation District in its reasonable judgment, for employee access and deliveries associated with the construction, operation and maintenance of the System, including delivery of chemicals and other materials. In no event, however, shall access for construction workers be permitted at the Sanitation District's main entrance located on Ellis Avenue. The term of the license shall begin upon execution of this Agreement and continue until this Agreement expires or is terminated. 13. Interolant Effluent Line. The Sanitation District hereby grants to the Water District an easement and right of way for the Sanitation District-owned 66" Interplant Pipe from the Effluent Junction Box (EJB)at Plant 1 to the Ocean Outfall Booster Station(OOBS)wetwell at Plant 2 for use as a Specification Influent transfer pipeline only from Plant 2 to the AWTF. The easement and right-of-way is described on Exhibit F attached hereto. The easement and right of way shall terminate upon termination of this Agreement. Notwithstanding the foregoing, however, if the Sanitation District determines that it requires the use of the property, it may notify the Water District of that fact. In the event of such notice, the Water District may either (1) relinquish its easement and right-of-way and discontinue using the easement and right-of-way for the 66" Interplant Pipe, or(2)pay fifty percent(50%)of the cost of a new pipeline and right of way to meet the Sanitation District's alternate need for the pipeline or right of way. The Water District shall be responsible for removal of the improvements and restoring the site to the original condition when vacated. IV. Operation and Maintenance. A. The Water District's Operations and Maintenance Obligations. 14. Water District Oocration and Maintenance. The Water District shall,at its sole cost and expense,provide,or cause to be provided, all tools,equipment, vehicles, materials, supplies and qualified personnel necessary to operate and maintain the screening facilities located on Sanitation District property, feed pipelines to the AWT Facilities located on Sanitation District property, the AWT Facilities, the GWR Pipeline,the GAP Influent Pump Station, the seawater barrier injection wells, the Plant 2 Effluent Pump Station,the Plant 2 Flow Equalization Tank,the 66" Interplant Pipe Rehabilitation,and all other System facilities constructed within Plant 2 pursuant to this Agreement except the Plant 2 Headworks and Plant Water Pump Station facilities.Notwithstanding the foregoing, the Water District shall not be obligated to operate and maintain the Sanitation District's trickling filters, Steve Anderson Lift 6 1201758 1 Station,or related diversion facilities within Sanitation District property. The Sanitation District hereby transfers ownership,operation and maintenance responsibilities for the Plant I trickling filter meter,valves, vault, and appurtenances on the Sanitation District property to the Water District,excluding the underlying property rights, as part of this Agreement. These transferred facilities become subject to the same rights and responsibilities of the other Water District facilities on Sanitation District property. 15. Operation of System Facilities. At its sole cost,the Water District shall own, operate and maintain the AWT Facilities, the Green Acres Project,the Plant 2 Effluent Pump Station, the Plant 2 Flow Equalization Tank, and the 66"Interplant Pipe Rehabilitation project. The Water District shall use its best efforts to operate the AWT Facilities without total plant shutdowns except for scheduled maintenance, suspension or shutdown mandated by a regulatory agency,or conditions outside of the reasonable control of the Water District; and Water District will use its best efforts to provide 48 hours written notice to the Sanitation District and obtain receipt of the Sanitation District's concurrence prior to any shutdown. In the event of a dispute, the Parties shall exercise the procedures described in Section 50. In the event the groundwater basin is unable to receive the Product Water from the treatment of Specification Influent, the Water District shall maintain the permitting necessary to discharge up to 100 mgd into the Santa Ana River as an outlet for Sanitation District flow consistent with Recital I. 16.Acceptance of Non-Specification Influent. The Water District shall use its best efforts to accept secondary treated wastewater from the Sanitation District that does not meet the standards for Specification Influent, in the event the Specification Influent becomes unavailable due to unforeseen circumstances not reasonably anticipated by the Sanitation District. Notwithstanding the foregoing, the Water District may reject and refuse to accept any wastewater not meeting the standards for Specification Influent if the Water District reasonably determines either that such wastewater not meeting the standards for Specification Influent may cause substantial damage to the AWT Facilities or other System facilities, or that the Water District is unable to treat and dispose of such wastewater in compliance with applicable law and the permits and approvals governing the use of System Water. 17. Acceptance of Peak Flows. The Water District shall routinely operate all System components,and otherwise maintain all System components in a state of readiness, so the System will be able to accept Peak Flows of Specification Influent. The Water District shall accept Peak Flows of Specification Influent from the Sanitation District. Notwithstanding the foregoing, if the Sanitation District's General Manager or designee agrees in advance in writing, the Water District may temporarily reduce the System's capability to accept Peak Flows of Specification Influent. The Sanitation District's General Manager or designee must approve in writing both the amount and duration of any such reduction in capability. 18. Electrical Power Supply. Throughout the life of the System, the Water District shall ensure a reliable source of electrical power to preclude disruption of System operations by securing and maintaining two independent 66-kV lines from Southern California Edison, or by securing and maintaining an alternative,equally reliable type,system or provider of electrical service. The Sanitation District shall supply electrical power for the operation of the Plant 2 Effluent Pump Station and the Plant 2 Flow Equalization Tank. The Water District shall reimburse the cost of power to the Sanitation District at the Sanitation District's current cost from Southern California Edison. 7 1201758.1 19. Sodium Hvpochlorite Supply. The Sanitation District shall add sodium hypochlorite to its Plant 1 secondary effluent and/or Plant 2 secondary effluent on an as-needed basis as determined by the Water District. The Water District shall reimburse the cost of the chemical used to the Sanitation District at the Sanitation District's current cost from its supplier. 20. Fiber Optic Cables. The Sanitation District shall install up to 12 fibers within an existing fiber optic conduit extending from Sanitation District Plant I to Plant 2 for the Water District's facilities to be constructed at the Sanitation District's Plant 2. The Water District shall reimburse the construction cost for this work to the Sanitation District. The Water District shall install fiber optic conduit and fibers at Plant I to connect from the existing conduit line to the Microfiltration Screening Building. 21. Reclaimed Water Service to the Sanitation District. The Water District shall continue to deliver to the Sanitation District, at no cost to the Sanitation District,up to 1,120 acre feet per year of reclaimed water from the Green Acres Project. The Water District shall provide the Reclaimed Water at an average flow of I MGD and a pressure of no less than 105 pounds per square inch gauge(PSIG). The Water District may suspend deliveries of reclaimed water from the Green Acres Project on 30 minutes advance notice if the secondary treated wastewater received from the Sanitation District does not meet the standards for Specification Influent. The Sanitation District may purchase additional Reclaimed Water from the Water District,in excess of 1,120 acre feet per year.The rate of any additional purchase of water shall be one hundred and seventy-four dollars and twenty cents($174.20)per acre-foot for Reclaimed Water. For all Reclaimed Water delivered, this rate shall be adjusted annually on June 30 by the lower of(i) the change in the U.S. Consumer Price Index for Los Angeles—Riverside—Orange County for the preceding year or(ii)2.5%. In fulfilling its obligations under this Section 19, the Parties anticipate that the Water District will generally use Reclaimed Water from the Green Acres Project. In the event that Reclaimed Water from the Green Acres Project is not available, the Water District shall provide substitute water from another source. 22. Meterine.Measurement of Flows and Invoices. The Sanitation District agrees that at the Sanitation District's locations where Reclaimed Water is used exclusively, the Water District, at its own expense,shall provide a control valve(or valves)and a meter for the purpose of measuring the quantity of Reclaimed Water delivered under the terms of this Agreement. The Sanitation District acknowledges and agrees that the Water District may access and read the Reclaimed Water service meter(s)and record Reclaimed Water usage for the Sanitation District on a monthly basis. The Sanitation District shall provide all necessary assistance to the Water District in gaining access to the service meters)to take readings. The Water District shall pay the City of Fountain Valley and/or Huntington Beach any meter reading charges mandated by either City. 23. Water Quality Monitorine. The Water District and the Sanitation District shall establish, implement and maintain a written water quality monitoring program for the following: (a) the wastewater delivered from the Sanitation District to the Water District pursuant to Section 35 of this Agreement; (b)the waste streams discharged from the AWT Facilities and the Green Acres Project and delivered to the Sanitation District pursuant to Section 38 of this Agreement; and(c) the Reclaimed Water that the Water District will deliver to the Sanitation District pursuant to Section 19 of this Agreement. The monitoring program shall include daily turbidity samples for all brine wastes. 8 1201758.1 24. System Staff and Contractors. The Water District shall recruit, select, employ, and supervise all staff employees and/or contractors retained to provide services for the operation and maintenance of the System, including but not limited to any regular fulltime, temporary, part-time or limited term employees. 25. System Modifications. During operation of the System, the Water District shall not modify,either temporarily or permanently, any aspect of the System that would impair the System's ability to accept Specification Influent in the amounts required by this Agreement. 26. Groundwater Cleanup Proiects. The Water District shall construct,operate, and maintain,at its sole expense, gravity-feed pipelines from the Water District's North Basin and South Basin extraction wells to the Sanitation District's trunk sewer collection system. The Sanitation District, in its sole discretion, shall determine the point or points of connection. The Water District may use these pipelines to transfer up to 5 mgd of extracted water from the extraction wells to the Sanitation District for treatment by the Sanitation District. The Sanitation District, in its sole discretion, shall direct the Water District to limit or cease discharge during wet weather events. The discharge shall comply with all applicable regulatory requirements of the Sanitation District's source control program, including but not limited to the Local Limits on contaminant concentrations. Before commencing discharge,the Water District shall apply for and comply with the Sanitation District's Special Purpose Discharge Permit for the discharge. The cost for said discharge shall be accrued per the Sanitation District's fee schedule until such time as the Water District recovers costs from one or more financially responsible parties. The Water District shall notify the Sanitation District when funds are recovered from financially responsible parties. The Sanitation District shall invoice the Water District for all accrued charges when the Water District recovers funds from one or more financially responsible parties. 27. NPDES Permit. The Water District shall maintain a valid National Pollutant Discharge Elimination System("NPDES")permit authorizing the discharge of treated water from the System to the receiving waters of the State of California. The Water District shall,at its sole cost and expense,(a)defend any regulatory or citizen enforcement actions that may arise out of alleged violations of the NPDES permit caused by operation of the System,except to the extent such actions result from the receipt of non-Specification Influent from the Sanitation District and(b)pay any fines or civil penalties levied as a result of any such enforcement actions and/or any amounts tendered in settlement of such enforcement actions. To the extent such actions result from the receipt of non-Specification Influent from the Sanitation District,the Sanitation District shall,at its sole cost and expense, (a)defend such actions, and (b)pay any fines or penalties levied as a result of such actions and/or any amounts tendered in settlement of such actions. 28. Water Reclamation Permit. The Water District shall maintain a valid Water Reclamation Permit from the California Regional Water Quality Control Board—Santa Ana Region, authorizing the treatment and reuse of the System's water. 29. Security—Water District Responsibilities. The Water District shall (i) increase the height of the interior perimeter wall surrounding the GWRS facilities to a consistent height of at least eight(8) feet; (ii)post a BSIS licensed security guard at the Water District's Ward Avenue Security Booth during normal operating hours; (iii)The security guard shall control access to GWRS facility by checking visitors and employee identifications and checking in vehicles entering the facilities. This include daily access control operations for employees and visitors during normal business hours; (iv)The security guard will maintain overall security and 9 1201758 1 protection for personnel,the Water District property and the GWRS facility;and(v)Visitors shall present a valid, government issued photographic identification(e.g.,driver's license, military ID card or an agency produced access badge)when checking in with the security officer at the Ward Avenue Security Booth. 30. Stormwater Management. Sanitation District's Plant 2 property leased to the Water District as well as the Plant I leased area for the Storage Tanks shall be regulated under Sanitation District's NPDES Ocean Discharge Permit obligations for Stormwater, which require that all water must be collected and treated and not allowed to discharge offsite or into a non- Sanitation District water conveyance system. The Water District shall construct and maintain their facilities in these areas to comply with the requirements of the Sanitation District's then current On-Site Stormwater Management Plan. All other Plant 1 property leased to the Water District that drains to a Municipal Separate Storm Sewer System shall be regulated under the Water District's Industrial Permit obligations and is not regulated by Sanitation District's On- Site Stormwater Management Plan. 31. Regulatory Reporting. The Water District shall have sole responsibility for preparing and filing all reports in connection with the System that may be required by applicable laws and/or regulatory agencies. The Sanitation District shall provide such information as necessary for the preparation of such reports as may be reasonably requested by the Water District. 32. Monthly and Annual Reports. The Water District shall submit to the Sanitation District all monthly and annual reports prepared by the Water District summarizing the System's operation and maintenance activities. The Water District shall also provide all other written reports prepared by the Water District regarding System management,operation,maintenance, asset management, and repair and long-term rehabilitation or replacement as the Sanitation District may reasonably request from time to time. 33. Annual Budgets. The Water District shall prepare and present its annual budgets for the System's operation and maintenance and capital expenditures at the annual GWRS Steering Committee meeting in April. 34. Compliance with Laws. In operating, managing, maintaining and repairing the System's facilities, the Water District shall comply with the requirements of all permits and licenses and all applicable federal, state and local statutes,ordinances, rules and regulations governing the operation and maintenance of the System. a. The Sanitation District's Operations and Maintenance Obligations. 35. Delivery and Ouality of Wastewater. The Sanitation District shall offer to the Water District, and the Water District shall have a right of first refusal for, 175 mgd of Specification Influent from Plant I and Plant 2 at no cost to the Water District, for treatment in the System and the Green Acres Project, as long as sufficient wastewater flow is available. The Sanitation District shall use its best efforts to maximize the amount of Specification Influent available for the System. The Sanitation District shall also use its best efforts to bypass lower quality wastewater where possible to the Sanitation's District Plant 2 where a separate treatment train is available to treat wastewater undesirable for the System. The"quality"of wastewater for purposes of this Section 35 is based on those factors that adversely affect the performance of the System or Green Acres Project,such as total dissolved solids, total organic carbon,N- 10 12m 7sx.i nitrosodimethylamine,turbidity, suspended solids and 1,4-Dioxane. The Parties acknowledge that,during peak weather events(as determined by the Sanitation District in its sole discretion), the Sanitation District may not be able to provide any Specification Influent from Plant 2 to the Water District,as the treatment capacity at Plant 2 will be fully utilized for storm flows. The Sanitation District shall confer with the Water District if the Sanitation District intends to make a major change in the source of wastewater, future planning,operations or chemical use at least thirty(30)days before such a change. 36. Costs of Specification Influent. The Sanitation District shall pay all capital, operations and maintenance costs of providing Specification Influent to the Water District at Plant 1 or Plant 2 pursuant to Section 35. 37. Industrial Pretreatment and Pollution Source Control Program. The Sanitation District shall maintain a comprehensive industrial wastewater pretreatment and pollutant source control program for controlling the discharge of wastes from point sources that could adversely affect the System's water quality or production. The Sanitation District shall comply with all applicable legal requirements with respect to its source water control program. 38. Accentance of Waste Streams to be Discharged to the Sanitation District. The Sanitation District shall,at no charge to the Water District,accept all waste streams discharged from the AWT Facilities and the Green Acres Project. The discharge shall meet all standards specified in the Sanitation District's Wastewater Discharge Ordinance. 39. Compliance with Laws. In operating, managing,maintaining and repairing the facilities to provide Specification Influent to the Water District, the Sanitation District shall comply with the requirements of all permits and licenses and all applicable federal, state and local statutes,ordinances, rules and regulations governing the operation and maintenance of such facilities. C. Joint Operations and Maintenance Obligations. 40. Ownership of Green Acres Proiect Reclaimed Water Facilities. The Sanitation District shall own,operate and maintain at its own expense all wastewater treatment facilities that lie within the boundaries of the Sanitation District's two plants,specifically excluding the Water District's pump station at Plant I and metering facilities at the Sanitation District's Plant 2. The Water District shall own, operate and maintain at its own expense all other reclaimed water facilities that are part of the Green Acres Project, or in the future are operated by the Water District to produce Reclaimed Water under the Green Acres Project. 41. Costs of Addressing Newly Discovered Contaminants. The Parties acknowledge that the AWT Facilities are designed to remove N-nitrosodimethylamine and 1,4-doxane from Specification Influent based upon maximum allowable influent concentrations. In the event that, in the future,any Newly Discovered Contaminants are identified in the Specification Influent that require removal to meet System standards, the Water District and the Sanitation District will meet and confer in good faith regarding(a)the appropriate type of source control and/or water treatment needed to address the Newly Discovered Contaminants;(b)the appropriate sharing of costs for the construction and operation of any necessary treatment facilities; and/or(c)the development and implementation of additional source control strategies. I I 120175N.1 42. Further Conditioning or Treatment of Waste Streams to be Discharged to the Sanitation District. If the Sanitation District's outfall NPDES permit requires conditioning or further treatment of waste streams accepted from the Water District by the Sanitation District pursuant to Section 38 before it can be discharged to the Sanitation District's facilities,the Parties shall meet and confer regarding(a)the appropriate type of conditioning or further treatment,and(b)the appropriate arrangement for sharing the capital and operating costs of conditioning or further treatment. 43. Specification Influent from the two plants. The Sanitation District and the Water District agree to meet and confer regarding the ratio of Specification Influent from the two plants to the AWTF for the GWRS Final Expansion.The Sanitation District's Plant 2 effluent is the most cost efficient treatment system for the Sanitation District. However,the water quality from the Sanitation District's Plant 2 effluent is predicted to increase operational and maintenance costs for the Water District's AWTF system due to the higher concentrations of total dissolved solids, turbidity, ammonia,and suspended solids. The Parties shall therefore meet to ensure a mutually beneficial ratio of Specification Influent from the two plants,when possible, for optimal efficiencies through both facilities. 44. Other Costs. In the event that new quality or quantity discharge requirements are imposed by law or regulation that increase the cost to either Party to perform its obligations under this Agreement,the Parties shall meet to determine the most effective method of addressing such requirements. If the Parties cannot agree, any dispute will be resolved pursuant to Section 50. The cost of addressing such requirements shall be shared equally by the Parties. 45. Security—Joint Obligations. The Sanitation District shall comply with any and all security provisions adopted or instituted by the Water District with respect to access into and across Water District property. Likewise, the Water District shall comply with any and all security provisions adopted or instituted by the Sanitation District,with respect to access into and across Sanitation District property. The Water District agrees to place a security guard at the Water District's gate during normal operating hours;and pay for 20%of the Sanitation District's patrol car surveillance contract that shall include patrol car surveillance of the Water District's facilities. Also, the Sanitation District and the Water District agree to conduct ajoint security vulnerability assessment of the joint campus every five(5)years,or sooner,based on changing circumstances and knowledge of a threat. The main purpose of the assessment is to analyze any security vulnerabilities and recommend cost effective security measures. This includes ensuring that persons at the site(employees,vendors, public, etc.)are made aware of acceptable paths of travels, emergency contact information,and general access provisions and restrictions. 46. Insurance. Each Party shall furnish and maintain the following insurance coverage,provided that such coverage is available on commercially reasonable tents: (a) Workers' In accordance with the Compensation Workers' Compensation Act of the State of California—Minimum of$1,000,000 (b)Public Liability,in $2,000,000 Combined Single the form of either Comprehensive Limit per occurrence, with$5,000,000 12 1201758A General Liability or Commercial aggregate for bodily injury,death and Liability written on a per- property damage occurrence basis (c)Automobile $1,000,000 combined single Liability, including non-owned and limit per occurrence hired vehicles (d) Casualty,to protect Replacement value against fire, flood, earthquake and other hazards Each Party shall name the other Party as an additional named insured on all of the above listed policies(other than Worker's Compensation and Casualty insurance). Each Party shall furnish certificates of insurance showing coverage to the other Party. Where a Party, by its Board of Directors approval,has elected to partially or fully self-insure any of the above required coverages,it shall provide to the other Party all the relevant written policies and actions to establish said programs. 47. Independent Contractor Status. The Parties agree that, in operating and an maintaining the System,the Water District is, d shall be, acting at all times as an independent contractor, and all employees of the Water District are solely employees of the Water District and not the agents or employees of the Sanitation District. The Parties further agree that, in operating and maintaining the facilities to provide Specification Influent to the System,the Sanitation District is, and shall be, acting at all times as an independent contractor, and all employees of the Sanitation District are solely employees of the Sanitation District and not the agents or employees of the Water District. 48. GWRS Steerine Committee Review of Operations. The Parties hereby continue the Groundwater Replenishment System Steering Committee established in prior agreements. The Steering Committee shall continue to consist of a total of six (6)directors,including three (3)directors appointed by the Water District and three(3)directors appointed by the Sanitation District. In addition,the Water District and the Sanitation District shall appoint three alternates for each agency. For each Party, an alternate shall serve on the Committee in the event that a director is absent. At its first meeting of each calendar year the members of the Steering Committee shall elect a chair and vice-chair, one from each Party. The chair and vice-chair shall alternate between the Parties every year. The Steering Committee shall establish the time and date for its regular meetings, and shall hold special or adjourned meetings as it deems appropriate. A quorum for the purpose of transacting business shall consist of two members from each of the two boards of directors of the Parties. All actions of the Steering Committee shall require a majority vote of the members present at a meeting. The Steering Committee shall serve as an advisory body for the governing boards of the Water District and the Sanitation District,and shall make any recommendations regarding System operations that it deems appropriate. The Steering Committee shall also attempt to mediate any dispute between the Water District staff and the Sanitation District staff as described in Section 50 of this Agreement. V. Events of Default; Dispute Resolution. 13 1201718.1 49. Event of Default. The failure of a Party to comply with any provision of this Agreement that has a material and adverse effect on the other Party,except to the extent caused by a breach of this Agreement by the other Party, shall constitute an Event of Default under this Agreement;provided, however, that the defaulting Party shall first have a period of thirty(30) days following receipt of notice from the other Party of such failure to comply to cure such failure,or if such care cannot be effected within such thirty(30)day period,such period shall extend for a total of one hundred eighty(180)days, so long as the defaulting Party is diligently trying to cure such failure throughout such period. 50. Dispute Resolution. Staffs of both Parries shall meet and use their best efforts to settle any dispute,claim,question or disagreement("Dispute")arising from or relating to this Agreement. To that end, staffs of both Parties shall consult and negotiate with each other in good faith and,recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If the Parties do not reach such a solution within a period of thirty (30)days after the first meeting of the staff regarding a Dispute,then the Parties shall convene a meeting of the Steering Committee within sixty(60)days after the first meeting of the staff regarding a Dispute and attempt to settle the Dispute before the Steering Committee at the meeting. If the Parties do not settle the Dispute within five(5)calendar days after the Steering Committee meeting, either Party may pursue any and all legal and equitable remedies that may be available. VI. Miscellaneous. 51. Notices. All notices to the Sanitation District required or permitted under this Agreement shall be in writing and shall be deemed delivered(i) when delivered in person,(ii)on the third day after mailing, if mailed,postage prepaid,by registered or certified mail(return receipt requested);(iii)on the day after mailing if sent by a nationally recognized overnight delivery service which maintains records of the time, place,and recipient of delivery;(iv)upon receipt of a confirmed transmission, if sent by telex,telecopy or facsimile transmission; or (v)via electronic mail provided the sender's system is capable of creating a written record of such notice and its receipt in each case to the parties at the following addresses or to other such addresses as may be furnished in writing by one party to the other: Orange County Sanitation District 10844 Ellis Street Fountain Valley, CA 92708-7018 Telecopier: 714-962-0356 E-Mail: iherbere(aoesd.com Attention: General Manager With a copy to: District General Counsel,who is presently: Bradley R. Hogin Woodruff, Spmdlin&Smart 555 Anton Boulevard, Suite 1200 Costa Mesa, CA 92626 14 1201758.1 Telecopier: 714A I5-1006 E-Mail: bho¢inAwss-law.com All notices to the Water District required or permitted under this Agreement shall be in writing and shall be deemed delivered(i)when delivered in person; (ii)on the third day after mailing, if mailed, postage prepaid,by registered or certified mail(return receipt required); (iii)on the day after mailing if sent by a nationally recognized overnight delivery service which maintains records of the time,place, and recipient of deliver; (iv)upon receipt of a confirmed transmission, if sent by telex, telecopy or facsimile transmission;or(v)via electronic mail provided the sender's system is capable of creating a written record of such notice and its receipt in each case to the parties at the following addresses or to other such addresses as may be furnished in writing by one party to the other: Orange County Water District 18700 Ward Street Fountain Valley,CA 92708-8300 Telecopier: 714-378-3373 E-Mail: mmarkus(a)ocwd.com Attention: General Manager With copy to: District General Counsel,who is presently: Joel D. Kuperberg, Esq. Rutan&Tucker, LLP 611 Anton Boulevard, Suite 1400 Costa Mesa,CA 92626 Telecopier: 714-546-9035 E-Mail: ikuoerberenrntan.com 52. Term. This Agreement shall remain in force and effect for fifty(50)years from and after the date first written above. Within thirty(30)days after the forty-fifth(45`") anniversary of the effective date of this Agreement,the Parties shall meet to decide whether to extend this Agreement. Any extension of this Agreement shall be done on mutually-acceptable terms and conditions. In the event the Parties do not extend the Agreement, the Water District shall,under the direction of the Groundwater Replenishment System Steering Committee,sell off or liquidate those portions of the System,and all facilities and appurtenances thereto, constructed pursuant to the 2002 Agreement. The Water District shall also remove all System facilities constructed on the Sanitation District's property. The proceeds of selling off or liquidating the above-described portions of the System shall be used first to repay the Water District for all reasonable third-party costs incurred in connection with the selling and/or moving the System facilities. The remainder,if any,shall be divided equally between the Parties. 15 [201758.1 53. Force Maieure. Neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations (other than payment obligations)under this Agreement is caused by floods, earthquakes, other Acts of God, fires,wars,riots, or similar hostilities,actions of legislative,judicial, executive or regulatory government bodies or other cause,without fault and beyond the reasonable control of such Party. If any such events shall occur,the time for performance by either Party of any of its obligations hereunder shall be extended by the Parties for the period of time that such events prevented such performance. Upon occurrence of an event of Force Majeure,the affected Party shall: (i)promptly notify the other Party of such Force Majeure event,(ii)provide reasonable details relating to such Force Majeure event, and(iii) implement mitigation measures to the extent commercially reasonable. 54. Indemnities. 54.1. The Sanitation District's Indemnity. The Sanitation District shall fully indemnify the Water District and its respective directors,Groundwater Replenishment System Steering Committee members,employees and agents against,and hold them completely free and harmless from,any cost,expense,claim, demand,judgment, loss, injury and/or liability of any kind or nature,including personal or bodily injury,death or property damage("Losses")that may arise from(i)any grossly negligent act or omission of the Sanitation District related to construction of the System or the construction and operation of the facilities used to provide Specification Influent to the Water District or(ii) any claim made by a Sanitation District employee specifically retained to provide services with respect to the facilities used to provide Specification Influent. 54.2. The Water District's Indemnity. The Water District shall fully indemnify the Sanitation District and its respective directors, Groundwater Replenishment System Steering Committee members,employees and agents against,and hold them completely free and harmless from,any Losses that may arise from(i)any grossly negligent act or omission of the Water District related to the System's construction, management,operation, maintenance or repair, except for costs, expenses,claims, demands,judgments, losses, injuries and/or liability arising from any grossly negligent act or omission of the Sanitation District related to construction of the System or(ii)any claim made by a Water District employee specifically retained to provide services with respect to the System. 54.3. Joint Indemnity. Except as provided in Sections 54.1 and 54.2,each Party shall indemnify the other Party and its respective directors,Groundwater Replenishment System Steering Committee members,employees and agents against,and hold completely free and harmless from, any Losses arising from the design and construction of facilities pursuant to this Agreement; provided,however, that such indemnity shall be made only to the extent necessary to allocate such Loss between the Parties in a proportion equal to the Parties' cost-sharing obligations under this Agreement with respect to the design and construction of the facilities out of which such Loss arose. 55. Successors and Assigns. The terms and conditions of this Agreement shall more to the benefit of and be binding upon the parties hereto and their respective heirs,representatives, successors and permitted assigns. 56. Further Acts and Assurances. The Parties agree to execute,acknowledge and deliver any and all additional papers, documents and other assurances,and perform any and all 16 1201 581 acts and things reasonably necessary, in connection with the performance of the obligations hereunder and to carry out the intent of the Parties. 57. Captions. The captions in this Agreement are inserted only as a matter of convenience and reference and in no way define,limit or describe the scope or intent of this Agreement,nor in any way affect this Agreement. Words of any gender in this Agreement shall be held to include any other gender and words in the singular number shall be held to include the plural when the sentence so requires. 58. Severability. Should it be found that any part of this Agreement is illegal or unenforceable,such part or parts of this Agreement shall be of no force or effect and this Agreement shall be treated as if such part or parts have not been inserted. 59. Entire Agreement. All previous negotiations had between the Parties hereto and/or their agents or representatives with respect to this Agreement are merged herein and this Agreement alone fully and completely expresses the Parties' rights and obligations. 60. Modifications in Writing. This Agreement shall not be modified in any manner except by an instrument in writing executed by the Parties or their respective successors in interest. 61. Interpretation. Each of the Parties hereby waives any provisions of law to the effect that an ambiguity in a contract or agreement shall be interpreted against the Party that drafted the contract, agreement or instrument. 62. Governing Law. This contract shall be governed by and construed according to the laws of the State of California. 63. No Third-Party Beneficiaries. Nothing in this Agreement is intended to create any third-party beneficiaries to the Agreement,and no person or entity other than the Parties,and the permitted successors and assigns of either of them, shall be authorized to enforce the provisions of this Agreement. 64. Assignment. Neither Party may assign its interest in this Agreement without the prior written consent of the other Party. 65. Representations and Warranties. No representations or warranties are made or have been relied upon by either Party other than those expressly set forth herein, if any. 17 12017581 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written above. ORANG SA IT ION DISTRICT By: C air, rd of Directors Date: I I 1 By: _ the a Date: I I APPROVED AS TO FORM: r Brtdley R. Hogin General Counsel Orange County Sanitation District ORANGE COUNTY WATER DISTRICT By: Id i JI Pmsidcnp?V oTDirectors Date: 7/ By: —� e I anger Date: APP VED AS ORM: Jocl orber Gene 1 Counsel Oran a County Water District 18 12017581 Exhibit A Definitions 1. "AWT Facilities"means the advanced wastewater treatment facilities constructed by the Parties on the Water District's and Sanitation District's property in Fountain Valley as shown in Exhibit C. 2. "Cooperative Agreement"means the Cooperative Agreement for Project Planning for Orange County Reclamation Project,entered into by the Parties in February of 1997. 3. "Effective Date"means the date of this Agreement. 4. "Final Expansion"means an expansion of the System as originally designed to provide an increase in production capacity from 100 mgd to 130 mgd. As of September 2016, the Water District's plan for the Final Expansion included construction of the following major components: (1)facilities to increase the capacity of the System's existing microfiltration processing; (2) facilities to increase the capacity of reverse osmosis processing, (3)facilities to increase the ultraviolet light processing(4)additional chemical storage and post-treatment facilities;(5)additional reverse osmosis transfer pumps;(6)additional decarbonator and cartridge filter; and(7)additional product water and backwash supply pumps." 5. "General Managers"means the general managers of the Water District and the Sanitation District. 6. "Governing Boards"means the Board of Directors of the Water District and the Board of Directors of the Sanitation District. 7. "Green Acres Project"means Reclaimed Water processed at the Water District's Green Acres wastewater reclamation facility,or successor facilities used by the Water District. 8. "Groundwater Replenishment System"or"System"consists of four major components: (1)AWT Facilities and pumping stations,(2)a pipeline to recharge facilities,(3)a pipeline and the injection wells for the barrier and(4) Secondary Effluent Flow Equalization Tanks. The AWT Facilities consist of Microfiltration (MF),reverse osmosis(RO), Ultraviolet(UV) light disinfection, and Post Treatment using decarbonators and lime addition. 9. `GWR Pipeline'means the pipeline constructed to convey Product Water from Fountain Valley to the Water District's spreading basins. 10. "GWRS Water"or"Product Water"means water produced by the AWT Facilities. 11. "Initial Expansion"means an expansion of the System as originally designed to provide an increase in production capacity from 70 mgd to 100 mgd, including demolition of the Water District's old laboratory facility and construction of the following major components: (1)upgrades to the System's existing screening facilities; (2) facilities to increase the capacity of the System's existing microfiltmtion processing; (3) facilities to increase the capacity of reverse osmosis processing, (4)facilities to increase the 19 1201758.1 ultraviolet light processing(5)additional chemical storage and post-treatment facilities; (6)additional reverse osmosis transfer pumps;and(7)additional water and barrier pumps as part of the off-site System facilities." 12. "Ground Water Replenishment System Steering Committee"or"GWRS Steering Committee"or"Steering Committee"means the Ground Water Replenishment Steering Committee previously established under the Cooperative Agreement and continued under this Agreement. 13. "NTU" means nephelometric turbidity unit, as defined in the latest issue of Standard Methods for the Examination of Water&Wastewater as published by the American Public Health Association, the American Water Works Association and the Water Environment Federation. 14. "Newly Discovered Contaminants"is defined as contaminants found in wastewater that are or could be introduced into the Orange County Groundwater Basin through the System,that we not identified in any of the Water District's wells above any federal or state action level as of the effective date of this Agreement,and that either(1)are assigned a new drinking water action level,by federal or state regulators after the effective date of this Agreement,or(2)are newly discovered in the System's wastewater or product water through new testing methods that only become available after the effective date of this Agreement. 15. "Operational"is defined as the condition whereby the System has been installed and tested,and startup activities have been completed, such that the System is ready to process Specification Influent. Following attainment of Operational status,the System general contractor may have ancillary and non-critical construction yet to complete(e.g. landscaping, subsequent demolition). The System became Operational as of January 10, 2008. 16. "Peak Flows"shall mean wet weather flows received by the Sanitation District caused by inflow and infiltration into its system nearing its hydraulic capacity which results in the need for the Water District to accept a minimum of one hundred and four mgd of Specification Influent for reuse or discharge to the Santa Ana River. 17. "Product Water"means water produced by the AWT Facilities. 18. "Reclaimed Water'means water meeting the Reclaimed Water Standards. 19. "Reclaimed Water Standards"means recycled water meeting the latest adopted version of the California Code of Regulations,Title 22, Division 4,Chapter 3 entitled"Water Recycling Criteria"as set forth in Section 60304 with respect to filter effluent. 20. 'Specification Influent"meaus secondary treated sewage that does not exceed (a)an average of 5 NTU over a 30-day period; (b)an average of 10 NTU for a 24-hour period; or(c)an instantaneous turbidity of 50 NTU at any time. 21. "System"means the Groundwater Replenishment System. 20 aon5s.i 22. "System Effluent Standards"means the treatment standards to permit Product Water to be discharged into Santa Ana River as set forth in the NPDES Permit for the System. 21 1201758 1 Exhibit B Final Expansion Projects on Sanitation District Property In order to produce 130 mgd of purified water for the GWRS Final Expansion project,OCWD will require up to 175 mgd of secondary effluent from OCSD. Currently, OCSD provides up to 135 mgd of secondary effluent to OCW D, all of it from Plant 1. The balance of secondary effluent needed for the AWTF Final Expansion will come from Plant 2. Five major construction projects on OCSD property will be necessary to make this possible: 1. Plant 2 Headworks Modifications Project Currently, OCSD Plant 2 receives domestic wastewater from the coastal and central Orange County trunk lines. In addition to the domestic wastewater, Plant 2 also receives flows from the Inland Empire Brine Line. The Inland Empire Brine Line, which is also known as the Santa Ana Regional Interceptor(SARI) pipeline, accepts brine wastes from utilities and industries in the Santa Ana Watershed.This water contains brine,concentrated waste streams, and effluent from the Stringfellow site in Riverside County and is currently not allowed to be used as source water for recycling through the AWTF by the Division of Drinking Water permit to operate GWRS. This project will modify the existing OCSD Plant 2 Headworks to dedicate the south half of the Headworks to reclaimable flows and the north half to SARI and sidestream flows. Each half of the Headworks will be isolated from each other by the installation of automated isolation gates at key locations. A new 66-inch pipeline and flow meter vault will be constructed to bypass the SARI and sidestream flows around the existing metering vault and screen influent channel to a location upstream of the existing bar screens. 2. Plant Water Pump Station Replacement The Plant Water Pump Station Replacement, which is part of the Ocean Outfall System Rehabilitation Project J-117, will relocate the existing Plant Water Pump Station, which takes its source water from the Activated Sludge treatment process and 144"SE pipe. After the Final Expansion of the GWRS, the Activated Sludge (AS)treatment process will be dedicated to the treatment of SARI and sidestream flows. Also, the 144"SE pipe will mainly contain brine from the GWRS reverse osmosis process. Therefore, the existing Plant Water Pump Station will be relocated to a location more suitable for receiving secondary effluent from the Trickling Filter-Solids Contact(TF-SC)treatment process, which will be used to treat domestic wastewater. 3. Plant 2 Effluent Pump Station Project This project will construct the Plant 2 Effluent Pump Station to send approximately 50 - 85 MGD of secondary effluent from OCSD Plant 2 TF-SE process to the GWRS facility. The preliminary pump station layout is estimated to be approximately 47-feet by 100- feet with a three duty and one standby pump configuration.The four(4) pumps will be 500 HP vertical turbine pumps. The Plant 2 Effluent Pump Station will take secondary effluent from the 120-inch TF-SE pipeline and boost this flow into a new conveyance pipeline to GWRS. 22 120175H 1 4. Plant 2 Flow Equalization Project A 6 MG above-grade flow equalization tank will be constructed to equalize secondary effluent being pumped from Plant 2 to Plant 1. hi addition,two sets of flow regulating stations will be constructed to divert secondary effluent from the Plant 2 to GWRS pipeline. The other station will be used to discharge water from the EQ tank back into the existing buried secondary effluent system. 5. 66 Interplant Pipe Rehabilitation Project OCSD owns an existing unused 66-inch gravity reinforced concrete pipeline(RCP) that connects Plant 2 to Plant 1. This pipeline was constructed prior to 1965 and is no longer in service.The pipeline alignment is approximately 3.6 miles from Plant 2 to Plant 1. OCSD has surveyed the interior of this pipeline and determined that the pipeline is no longer usable with exposed rebar and deteriorating manholes. For the conveyance of secondary effluent from Plant 2 to the GWRS facility, OCSD will allow OC W D to use the 66-inch existing pipeline and construction easement. In order to convert this aging gravity RCP into a pressure pipeline to convey the effluent pump station discharge, it will be rehabilitated with a trenchless pipe repair method. The new pipeline will be connected on the south to the Plant 2 Effluent Pump Station and to the north to the existing 90- inch OCSD Secondary Effluent Junction Box No. 6(SEJB6) influent pipeline located at Plant 1. 23 120175%.I g as_ : GAP BWW2 -!j67"M—BWW - _ — 96' MFF-- n F OCWD , ! f- F AWTF , I is / OCSD 42"ROC O -� L 96"MFF r _ 1 n U SEFE Tanks GWRS_.and Pump Screening -- Station 5 Facility -- - Exhibit C3 ;i:iX, ` x "� ' Green Acres Pump Station Exhibit C2 HlNKllBllll!!lFFIV � � � � 1 ; _SEFE FIII(Draln� �� 1- LpMd Sir SAR 78"FPWf— mOCWD Boundary C_-jocso Boundary OCWD Facilities - Land Leased from OCSD Exhibit C—Lease of Property— Plant 1 24 I u1,5X.1 OCWD Trickling Fiber Meter Vann S = Electrical Building � a a I I I I I v 96 — _ 5emndarr, 3 OCWD _ OCSD GWRS Screening Facility SEB3 I I I I I I I i r � I � _ 6'ela Ater L Legend O WD OCWD Facility Flow Meter OCWD Piping Vault — — — Abandoned Piping Exhibit Cl Water District Facilities on Sanitation District Property GWRS Screening Facility 25 1201758.1 C Y C W C Y 0 S C yu O N d N 6" Plant Water 0 n 66"Secondary Effluent c c % ?� Y Y 6 E, A m d Z SEM a .. Ili ; O O 9 s OCWD Green SEJB7 a Acres Project Pump Station* Legend OCWD Facility OCWD Piping •OCSD maintains all reclaimed water pipe within the Plant No. 1 boundary. Exhibit C2 Water District Facilities on Sanitation District Property Green Acres Project Pump Station 26 1201]SNJ Exhibit D Leased Property Description ORANGE COUNTY SANITATION DISTRICT THAT PORTION OF PARCEL 2 IN THE CITY OF FOUNTAIN VALLEY, COUNTY OF ORANGE, STATE OF CALIFORNIA. AS DESCRIBED IN THE FINAL ORDER OF CONDEMNATION TO ORANGE COUNTY SANITATION DISTRICT NO. I RECORDPD FEBRUARY 23, 1967 IN BOOK$133,PAGE 28,OF OFFICIAL RECORDS, IN THE OFFICE OF TITS COUNTY RECORDER OF SAID COUNTY AND THAT PORTION OF PARCEL 4 AS DESCRIBED IN THE FINAL JUDGMENT IN CONDEMNATION TO COUNTY SANITATION DISTRICT NO- I RECORDED FEBRUARY 7, 1961 IN BOOK $622. PAGE 146, OP OFFICIAL RECORDS. IN TILE OFFICE OF SAID COUNTY RECORDER, MORE: PARTICULARLY DESCRIBED AS FOLLOWS- BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL 2 ALSO BEING THE NORTHWEST CORNER OF SAID PARCEL 4; THENCE SOUTH 89'34'21" EAST 50.00 FEET ALONG THE NORTH LINE OF SAID PARCEL 4; THENCE SOUTH 0006*14" WEST 432.04 FF.F.T; THENCE WEST 670.51 PP.F.T TO A POINT, SAID POINT BEING ON THE EAST LINE OF TILE EASEMENT TO THE CITY OF FOUNTAIN VALLEY, L5.00 FEET IN WIDTH, RECORDED IN 1ULY 30, 1994 AS INSTRUMENT NO. 84-313034, OF OFFICIAL RECORDS, TN THE OFFICE OF SAID COUNTY RECORDER. SAID EAST LINE BEING PARALLEL WITH AND 40.00 FEET EAST OF THE CENTERLINE OF WARD STREET; THENCE NORTH W06'27" EAST 437.04 FEET ALONG THE EAST LINE OF SAID EASEMENT TO A POINT, SAID POINT BEING ON THE NORTH LINE OF SAID PARCEL 2; THENCE SOUTH 89'34'21" EAST 620.49 FEET ALONG THE NORTH LINE OF SAID PARCEL 2 TO THE POINT OF BEGINNING. TILE AREA OF THE ABOVE DESCRIBED PARCEL IS 6.69 ACRES,MORE OR LESS. ALL AS SHOWN ON EXHIBIT'B' ATTACHED HERETO AND MADE A PART HEREOF. LAND 3 wP`0 A j 5p.12-31- y I M.7M f � �CA. I- g - � �- o2 27 11017581 EXHIBIT DI OSW6E OOIRSY swum amm -AP.CE: 1 1. I =tAi P09 2 r_F. r R. sBR npyW rm:Nri 'WA5= Ci.S i3r' NOrJW2111 1/ l R697/21'W 620./9' SOW 77 1 \ I 2i l e� r.: j w I F• o -x .,- ae 1 u: <l •a: Irf t� l \ .T - vA'� a Y /0 RESE a t. ,. 67051• :: C: 5' +11 25 I I EA ST VAUEf LIK OF 1ITMOE .t" TO CRY a EO1R1TSR 1 IVALLEY PER aA. 6,-317Oy4 �AM6-Yyg WSO�O A R1 1f67 � acu�q AM - 6.69 ACRES Ch slae r.am 9-11-02 CSRYY DWI SHEET I R I 28 12017581 EXHIBIT D2 ORANGE COUNTY SANITATION DISTRICT THOSE PORTIONS OF PARCEL 1 AND PARCEL 2 IN THE CITY OF FOUNTAIN VALLEY, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED IN THE FINAL ORDER OF CONDEMNATION TO ORANGE COUNTY SANITATION DISTRICT NO. 1 RECORDED FEBRUARY 23, 1967 IN BOOK 8183, PAGE 28, OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY TOGETHER WITH THOSE PORTIONS OF PARCEL 4 AND PARCEL 5 AS DESCRIBED IN THE FINAL JUDGEMENT IN CONDEMNATION TO COUNTY SANITATION DISTRICT NO, I RECORDED FEBRUARY 7, 1961 IN BOOK 5622, PAGE 146, OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL 2 ALSO BEING THE NORTHWEST CORNER OF SAID PARCEL 4; THENCE SOUTH 89034'28" EAST 50.00 FEET ALONG THE NORTH LINE OF SAID PARCEL 4; THENCE SOUTH 0006'07" WEST 432.04 FEET; THENCE SOUTH 89059'53" WEST 5.10 FEET TO A POINT, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE SOUTH 0029'00" WEST 541.62 FEET TO A POINT AT THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 50,00 FEET; THENCE SOUTHWESTERLY 78.23 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 89039'00"; THENCE NORTH 89052'00" WEST 73.50 FEET; THENCE NORTH 0014'00" WEST 85.50 FEET; THENCE SOUTH 89043'00" WEST 179.20 FEET;THENCE NORTH 61045'00" WEST 31.50 FEET; THENCE NORTH 491.47 FEET; THENCE NORTH 89059'53" EAST 335.48 FEET TO THE TRUE POINT OF BEGINNING. THE AREA OF THE ABOVE DESCRIBED PARCEL IS 4.10 ACRES, MORE OR LESS. ALL AS SHOWN ON EXHIBIT D2 ATTACHED HERETO AND MADE A PART HEREOF. NO S�9 3i � S' o Dp.1201110 s * Na 7062 1p �P �� - -`y 29 EXHIBIT D2 SKETCH TO ACCOMPANY LEGAL DESCRIPTION ORANGE COUNTY SANITATION DISTRICT W PARCEL 9 � o I FINAL ORDER OF CO NDEMNA710M 40 O.R.85214148 POINT OF BEGINNING NE CORNER, PCL 2 I O.R. 8183/28 — - ORANGE C®U NTV WA14IEFR D1131 C4 — - I 58934'28'E N89'34'28''N - - - 620.49' 50.00' v O O - - N89'S9'S3'E 670.51' 489'59'53'E 335.48' S89'5 9'053"W TRUE POINT OF W N I 40 , 40 ®11 b T� b N61'45'00'W 31.50' S8943'00IN 179.20' EO IANO st, NO'14'00'1V A=8939'00" R=50.00' * Exp. W31116 * N873.50' "W No.7052 Ipr 3 9lF fv? SCALE: 1' = 100' L ® AREA = 4.10t ACRES 11-03-16 AWTF2.DWG SHEET 1 OF 1 30 1 1 1 I. yta RlY Plant 2 Flow Equalization y � k Tank Project c • .i -� R'J- nm n`� 1V Itr I w` Mc °des - �, r . r 'R .�� x-- tv �- Plant 2 Effluent Pump Station Project d 7 J s* L 16.� OPERATIONS COMMITTEE Meeting Date To ad.of Dir. io o4w — AGENDA REPORT IWm Number Item Number o — Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Robert P. Ghirelli, Assistant General Manager SUBJECT: STRATEGIC PLAN UPDATE GENERAL MANAGER'S RECOMMENDATION Information Only. BACKGROUND In November 2013, the Orange County Sanitation District (Sanitation District) Board of Directors adopted the 2014-2019 Five-Year Strategic Plan. Each year, staff undertakes a review and update of the Strategic Plan to make any necessary changes. In April, staff began the 2017 update process. In April, the firm of BHI Management Consulting (consultant) was retained to conduct a series of one-on-one confidential interviews with interested board members. In July, the consultant led a Strategic Planning Workshop for employees and participated in the Executive Management Team's annual planning meeting in August. Information gathered during these meetings was used to prepare this Strategic Plan Update. RELEVANT STANDARDS Strategic Plan PRIOR COMMITTEE/BOARD ACTIONS November 2013 - Adopted the 2014-2019 Five-Year Strategic Plan. ADDITIONAL INFORMATION Based on the outcome of the Strategic Plan Update Interviews and Employee Workshop, several minor modifications were made to the Levels of Service and seven of the eight strategic goals are deemed complete: Completed Strategic Goals: • Disinfection of Ocean Discharge—develop an implementation plan associated with cessation of disinfection of the ocean discharge. • Legislative Advocacy and Public Outreach—Develop a unified legislative advocacy and public outreach program. Page 1 of 2 • Odor Control — Completion of the Odor Control Master Plan. • Future Biosolids Management Options — Study biosolids management options, including third-party contracts and onsite capital facilities. • Energy Efficiency — Research new energy efficiency and energy conversion technologies. • Local Sewer Transfers—Complete the transfer of 174 miles of local sewers serving parts of Tustin and unincorporated areas north of Tustin and local sewer transfers in the City of Santa Ana. • Future Water Recycling—Determine partnerships, needs, strategies, benefits, and costs associated with recycling of Plant No. 2 effluent water. The eighth goal, Workforce Planning and Workforce Development, is continuing into the final year of the 5-year strategic plan. As part of our comprehensive workforce planning and development efforts, the General Manager's 2017-2018 work plan calls for a staffing study that identifies required staffing levels and opportunities to improve organizational efficiency and effectiveness. Staff is proposing to make changes to some of the Levels of Service contained in the Strategic Plan. These changes are highlighted in the attached red-line version of the strategic plan. The changes are intended to clarify the meaning of a service level, delete outdated service levels, and eliminate irrelevant service levels. 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: • Redline Version of Draft Strategic Plan Document (provided in hard copy as separate document) Page 2 of 2 UPDATEDRAFr December 2017 �-7� .*N r y ti M. e t; d 5 f: year strategic klan ORANGE COUNTY SANITATION DISTRICT ORANGE COUNTY SANITATION DISTRICT five-year strategic plan DECEMBER 2017 ANI A �i g 2 a ' N THE tl Q a 4� • 1 I i� `v table of contents ■ OCSD Board of Directors...........................................................................................ii Message from the General Manager..........................................................................iu ExecutiveSummary.......................................................................................................1 tegic Planning Framework.............................................................................2 Statement.........................................................................................................3 Is�on tatement............................................................................................................4 CoreValues.....................................................................................................................5 RiskRegister....................................................................................................................6 Strategic Goals and Levels of Service.........................................................................7 ORANGE COUNTY SANITATION DISTRICT-S YEAR STRATEGIC PLAN(DECEMBER 2017) board of directors The strategic planning effort starts with the Board of Directors setting overall policy and priorities for the Sanitation District.Based on that policy direction,staff develops the annual operational plan and budget. Anaheim La Palma Denise Barnes Peter Kim Brea Los Alamitos Glenn Parker Richard Murphy Buena Park Member of the Board of Supervisors Fred Smith Michelle Steel Costa Mesa Sanitary District Midway City Sanitary District James M. Ferryman Al Kfippner Cypress Newport Beach Mariellen Yatc Scott Peotter Fountain Valley Orange Steve Nagel Teresa Smith Fullerton Placentia Greg Seboum Chad Wanke (Board Chair) Santa Ana Garden Grove Sal Tinajem Steve Jones Seal Beach Huntington Beach Ellery Deaton Barbara Delgleize Stanton Irvine David Shawver Donald P.Wagner Tustin Allan Bernstein Irvine Ranch Water District John Withers Villa Park La Habra Robert Collacott Tun Shaw Yorba Linda Water District Phil Hawkins ORANGECOUNTY SANITATION DISTRICT-5Y 45iRAiE11110P (DECEMBER 20171 message from the general manager tmd ember 2013 the Orange County Sanitation District(OCSD) d a 5-Year Strategic Plan that envisioned an organizational that adheres to our core values and makes efficient and e use of all available resources.The Strategic Plan centered forts on customer service, fiscal responsibility, protecting health and the environment, communication, partnering thers and creating the best possible workforce. We tied to the execution of that plan and implementation of the als necessary to achieve success. Protecting publironment are critical to our mission, and I am pleased to report that our ocean monitoring program reflects that our ocean is healthy around OCSD's ocean outfall.We also continue to be fiscally strong.This year OCSD received AAA bond ratings and we have reduced our long term pension liabilities,which in rum enabled us to reduce planned rate increases by 35 percent over the next three years. Four years into the five year Strategic Plan, I am pleased to report that we have completed seven of the original strategic goals and made strides towards accomplishing the final goal.In this update year,we held Board member interviews,an employee workshop,and updated our Risk Register. We remain committed to sustaining and improving our performance and meeting all of the established strategic goals. Under the direction of the Board of Directors,I am honored to be leading this effort and I look forward to working together to accomplish our goals in the years ahead and contin our successes. Ir The accomplishments laid out in this Strategic Plan update would not be possible without the collective dedication and effort of our workforce and the commitment a�d support of our Board of Directors and The public we serve. Respectfully submitted, 12 & James D. Herberg,General Manager ORANGECOUNTY SANITATION DISTRICT—SPEAR STRATEGIC PLAN(DECEMBER 2017) executive summary The 2014—2019 5 year Strategic Plan is a guiding document that provides a framework that directs our work. Each year,the Strategic Plan will be reassessed,updated, and submitted for approval by the Board of Directors. This year's Strategic Plan Update began with consultant retained by OCSD conducting confidential Board Interviews with interested Board members to identify issues of concerns. Next, the consultant led a Strategic Planning Workshop for employees and attended the Executive Management Team's annual retreat to provide feedback from the Board members and employees. will. e Update concluded with t five Strategic Goals being identified as completed, no new goals being adopted, and a few minor modifications being made to OCSD's levels of service. Comp/eted Strategic Goa/a Disinfection of Ocean Discharge—Develop an implementation plan including the technical,financial, and societal factors associated with cessation of disinfection of the ocean disc Legislative Advocacy and Public Outreach—Develop a unified legislative adv7includmig outreach program. Odor Control—Completion of the Odor Control Master Plan. Future Biosolids Management Options—Study biosolids management optionspartycontracts and onsite capital facilities. Energy Efficiency—Continue to research new energy efficiency and energy conversonecnologies. Local Sewer Transfers — Complete the transfer of 174 miles of local sewers serving parts of Tustin and unincorporated areas north of Tustin and local sewer transfers in the City of Santa Ana. Future Water Recycling — Determine partnerships, needs, strategies, benefits, and costs associated with recycling of Plant No.2 effluent water. $hategiC Goals is Progress. 1. Workforce Planning and Workforce Development—This initiative is ongoing and part of a comprehensive workforce planning and development effort to ensure we have the right people with the right skills and abilities,in the right place,at the right time. ORANGE CWNTY SANITATION DISTRICT-SYSM SYMTMIC PLAN(DECEMBER 2017) strategic planning framework The planning framework illustrated below shows how OCSD staff and the Board of Directors play a critical role in strategic planning and resource allocation. Monitoring Strategic New or Altered and Evaluation Planning evels of Board strategic (:9) Approval of Budget planning process Budget ,o Goals and Operational \objectives Planning _3 L ORANGECOUNTY SANITATION DISTRICT-SPEAR STRATEGIC PLAN(DECEMBER 2017) our mission The Nlission Statement is the basic fo,andation that defines wlay we exist. "To protect pub/ic hea/th and the environment by providing effective wastewater co/%ction, treatment, and recyc/ing" p3 vision statement The Vision Statement supports the Mission Statement by expressing a broad philosophy of what the Orange County Sanitation District strives to achieve in the delivery of services tour customers,vendors, other agencies,the general public,and each other. ORANGE COUNTY SANITATION DISTRICT WILL BE A LEADER IN: • Providing reliable, responsive, and affordable services in line with customer needs and expectations. • Protecting public health and the environment utilizing all practical and effective means for wastewater, energy and solids resource recovery. • Continually seeking efficiencies to ensure that the public's money is wisely spent. • Communicating our mission and strategies with those we serve and all other stakeholders. • Partnering with others to benefit our customers, this region, and our industry. • Creating the best possible workforce in terms of safety, productivity, customer service, and training. ORANGECOUNTY SANITATION DISTRICT-6 YEAR STRATEGIC PLAN I DECEMBER 20171 philosophycore values The Core Values support the NEssion and Vision Statements by expressing die values,beliefs,and that guide our daily actions.7bey help form the framework of our organization and reinforce our professional work ethic. We aspire to the highest degree of integrity,honesty,trust, and respect in our interaction with each other,our suppliers, our customers,and our community. We strive to reach OCSD goals through cooperative efforts and collaboration with each other and our cons6tuenues. We work to solve problems in a aeadve,cost-effective and safe manner,and we acknowledge team and individual efforts. We lead by example,acknowledging the value of our resources and using them wisely and safely to achieve our objectives and goals.We axe committed to act in the best interest of our employees,our organi>ation, and our community. We continuously develop ourselves,enhancing our talents, skills,and abilities,knowing that only through personal growth and development will we continue to progress as an agency and as individuals. We seek to recognize,acknowledge,and xewazd contributions to OCSD by our many talented employees. p5 risk register 2017 The Risk Register is a periodic compilation of the various risks facing the Orange County Sanitation District, as seen and determined by our management team. As the world dealt with a variety of critical events last year (a number of terrorist incidents in Europe,high rainfalls in Southern California,a massive sewage leak offshore from Los eles, an extensive natural gas leak north of Los Angeles), OCSD management identified risks directly r to our infrastructure and ongoing services.Management agreed that our biggest risks Are cyber terrorist er attacks,earthquakes with their associated impacts,and threats to maintenance of assets. The 201 Isk Register Update Identified these as the top risks: • Earthquake and liquefaction impact facilities and operations—Southern California is prone to earthquakes, and some areas of Orange County may include areas subject to liquefaction. • Poor maintenance of assets leads to safety and reliability issues—Concerns about sufficient staffing of Maintenance personnel might lead to threats with regards to the assets. • Cyber or hacker attack on OCSD—Cyber-attacks can potentially prevent servers and regular work from continuing normally—OCSD operations now depend on continued computer and server function,which could be at risk from cyber-attacks. The major continuity challenges Include: • Lack of business continuity exercises leads to unpreparedness—OCSD conducts emergency preparedness exercises, but alight need to do more in regard to business continuity. Engineering staff are putting new engineering measures into effect to reduce the chance of damage to buildings from earthquakes, while Risk Management has purchased earthquake insurance on additional key structures. The Operations department is adding staff to the Maintenance function. Regarding cyber-attacks, OCSD's Information Technology a'l) Division has added personnel who specialize in IT security. Risk Management will be asking the Board to approve a contract with a business continuity consultant to move forward an integrated business continuity effort for all OCSD divisions including IT. ORANGE COJNTV SANITATION DGTRICT—SVEMWUMIeIC PLAN(DECEMBER 2017) strategic goals and levels of service OCSD has six outstanding strategic goals to support the vision of the Board of Directors and Executive Management Team. The levels of service are key performance indicators in achieving the overall vision. ProvldingExceptlonal Customer SeMoe • Providing reliable,responsive,and affordable services in line with customer needs and expectations. 1. Control-Completion of the Odor Control Master Plan to make sure the District's investment is current and,if needed,future process systems to produce the benefits intended. Target for completion in FY 15-16. Providing Exceptional Customer Service Odor complaint call response: Treatment plants within 1 hour. 100% Odor complaint call response: Collection system within 1 working day. 100% Number of odor events: (Under normal operating conditions) 0 • Reclamation Plant No. 1 0 • Treatment Plant No. 2 12 • Collection System Respond to public complaints or inquiries regarding construction projects within 1 100% day. guh RnJ Respond to all biosolids contractor violations within a week of violation notice. 100% Proteah7gPahlk Health and the Environment • Protecting public health and the environment utilizing all practical and effective means for wastewater, energy,and solids resource recovery. 2. Future Biosolids Management Options - Study biosolids management opt s including third-patty contracts and onsite capital facilities for mid-term and long-term approaches 2016-2017. Tagetfor romble#on in FY 15-16. 3. Energy Efficiency-The District will research new energy efficiency and energy conversion technologies to maximize energy of 6ency,reduce operating costs,minimize environmental impact, and replace assets that are at the end of their useful lives. Targetfor completion in FY 17-18. OCSD owns and operates$6.2 billion in Infia$Vudum a5 eM.Through these assets OCSD collects,veers,andeidler reuses orsa(ely discharges 210 milliongallonspardayofwa m.ter. ORANGECOUNTY SANITATION DISTRICT—STEAR 11111ATEa1C PLAN IDECEMBER 2017) strategic goals and levels of service Protecting Public Health& The Environme Level of Service Target Accept dry weather runoff diversion flows without imposing fees. Up to 10 mgd Air emissions health risk to community and employees, per one million people < SO (for each plant). Notices of violation (NOV) with air, land, and water permits. 0 Respond to collection system spills within 1 hour. 100% Sanitary sewer spills per 100 miles. <2.1 Contain sanitary sewer spills within 5 hours. 100% BOO Meet secondary treatment standards. TSS 25 mg/L SS 30 mg/L Thirty-day geometric mean of coliform bacteria in effluent after initial dilution of <1000 250:1 (MPN). Frequency of unplanned use of emergency one-mile outfall (per year during dry 0 weather). Compliance with Core Industrial pretreatment requirements. 100% Msnsgfng&ndProtectfngthe Public's Funds • Continually seeking efficiencies to ensure that the public's money is wisely spent. 4. Local Sewer Transfers-Complete transfer of 174 miles of local sewers serving parts of Tustin and unincorporated areas north of Tustin and local sewer transfers in the City of Santa Ana to be concluded by December 31,2013.Following those,no further local sewers to be transferred at the initiation of CCSD.If a local jurisdiction is interested in CICSD transferring sewers,each request will be considered on an individual basis assuming the sewers meet the requirements identified. Tmget/orsomplehon in FY 13-14. Managing and Protecting Public Funds evel of Service Target Annual user fees sufficient to cover all O&M requirements. 100% Actual collection,treatment, and disposal costs per million gallons. <within 30%of budget Maintain AAA Bond Rating. Maintain ORANGE CGJNTV SANITATION DGTRICT-SVEM 57MTnIC PWI(DECEMBER 2017) strategic goals and levels of service Stakeholder UndeimWad/ngand Sappoit • Communicating our mission and strategies with those we serve and all other stakeholders. • Parmering with others to benefit our customers,this region,and our industry. 5. Future Water Recycling Options-Determine partnerships,needs,strategies,benefits,and costs associated with recycling of Plant No. 2 effluent water. Target forcornpk6on in FY 18-19. Stakeholder Understanding and Support Level of Service Target Meet GWRS specification requirements for Plant No. 1 secondary effluent. 5 NTU Provide specification effluent available to the Groundwater Replenishment 100% System to maximize production of purified water. 0rgan1Z9WW01Ef VdVenesa • Creating the best possible workforce in terms of safety,productivity,customer service,and training. 6. Workforce Planning and Workforce Development-This initiative is ongoing and pan of a comprehensive workforce planning and development effort to ensure we have the tight people with the right skills and abilities,in the right place,at the right time. Target for completion, ongoing. Organizational Effectiveness Employee injury incident rate—per 100 employees. Industry Average Meet mandatory OSHA training requirements. >95% Achieve annual agency target of days away from work, days of restricted work <2 5 activity, or job transferred as a result of a work-related injury or illness. Training hours per employee. 45 per year ORANGECOUNTY SANITATION DISTRICT-5Y RSTRATEGIC PUN DECEMBER 2017) .a y Reclamation Plant No.1 (Administration Offices) 10844 Ellis Avenue • Fountain Valley,California 92708 714.962.2411 Treatment Plant No.2 22212 Brookhurst Street • Huntington Beach,California 92646 w .ocsewers.wm a, N mxwwo„ OPERATIONS COMMITTEE Meeting Date To ad.of Dir. 10 /0 4/1 7 -- AGENDA REPORT em Number tem Number Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: ORANGE COUNTY SANITATION DISTRICT PROCUREMENT PROCESS 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's Procurement Process, Bids vs. RFPs, Sole Source Contracts vs. Competitive Contracts, and other related topics. RELEVANT STANDARDS • Maintain a proactive asset management program • Protection of Orange County Sanitation District assets • Ensure the public's money is wisely spent • Consider life-cycle costs in all decisions ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: N/A Page 1 of 1 ORANGE COUNTY SANITATION DISTRICT Agenda Terminology Glossary Glossary of Terms and Abbreviations AQMD Air Quality Management District ASCE American Society of Civil Engineers BOD Biochemical Oxygen Demand CARS California Air Resources Board CASA California Association of Sanitation Agencies CCTV Closed Circuit Television CEQA California Environmental Quality Act CIP Capital Improvement Program CRWQCB California Regional Water Quality Control Board CWA Clean Water Act CWEA California Water Environment Association EIR Environmental Impact Report EMT Executive Management Team EPA US Environmental Protection Agency FOG Fats, Oils, and Grease gpd gallons per day GWRS Groundwater Replenishment System ICS Incident Command System IERP Integrated Emergency Response Plan LOS Level Of Service MGD Million Gallons Per Day NACWA National Association of Clean Water Agencies NPDES National Pollutant Discharge Elimination System NWRI National Water Research Institute O & M Operations & Maintenance OCCOG Orange County Council of Governments OCHCA Orange County Health Care Agency OCSD Orange County Sanitation District OCWD Orange County Water District OOBS Ocean Outfall Booster Station OSHA Occupational Safety and Health Administration PCSA Professional Consultant/Construction Services Agreement PDSA Professional Design Services Agreement POTW Publicly Owned Treatment Works ppm parts per million PSA Professional Services Agreement RFP Request For Proposal RWQCB Regional Water Quality Control Board Glossary of Terms and Abbreviations SARFPA Santa Ana River Flood Protection Agency SARI Santa Ana River Interceptor SARWQCB Santa Ana Regional Water Quality Control Board SAW PA Santa Ana Watershed Project Authority SCADA Supervisory Control And Data Acquisition SCAP Southern California Alliance of Publicly Owned Treatment Works SCAQMD South Coast Air Quality Management District SOCWA South Orange County Wastewater Authority SRF Clean Water State Revolving Fund SSMP Sewer System Management Plan SSO Sanitary Sewer Overflow SWRCB State Water Resources Control Board TDS Total Dissolved Solids TMDL Total Maximum Daily Load TSS Total Suspended Solids WDR Waste Discharge Requirements WEF Water Environment Federation W ERF Water Environment & Reuse Foundation WIFIA Water Infrastructure Finance and Innovation Act WIIN Water Infrastructure Improvements for the Nation Act W RDA Water Resources Development Act Activated sludge process — A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen and consume dissolved nutrients in the wastewater. Benthos —The community of organisms, such as sea stars, worms, and shrimp, which live on, in, or near the seabed, also known as the benthic zone. Biochemical Oxygen Demand (BOD) — The amount of oxygen used when organic matter undergoes decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in water. Biogas—A gas that is produced by the action of anaerobic bacteria on organic waste matter in a digester tank that can be used as a fuel. Biosolids—Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farmland or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. Glossary of Terms and Abbreviations Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements, additional capacity, and projects for the support facilities. Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere, used as indicators of sewage pollution. E. coli are the most common bacteria in wastewater. Collections system— In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. Certificate of Participation (COP)—A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. Contaminants of Potential Concern (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. Dilution to Threshold (DIT) — The dilution at which the majority of people detect the odor becomes the D/T for that air sample. Greenhouse Gases (GHG) — In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse effect'). Groundwater Replenishment System (GWRS) — A joint water reclamation project that proactively responds to Southern California's current and future water needs. This joint project between the Orange County Water District and the Orange County Sanitation District provides 70 million gallons per day of drinking quality water to replenish the local groundwater supply. Levels Of Service (LOS) — Goals to support environmental and public expectations for performance. N-Nitrosodimethylamine (NDMA) — A N-nitrosamine suspected cancer-causing agent. It has been found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. National Biosolids Partnership (NBP)—An alliance of the National Association of Clean Water Agencies and Water Environment Federation, with advisory support from the US Environmental Protection Agency. NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. Plume — A visible or measurable concentration of discharge from a stationary source or fixed facility. Glossary of Terms and Abbreviations Publicly Owned Treatment Works (POTW) —A municipal wastewater treatment plant. Santa Ana River Interceptor(SARI) Line —A regional brine line designed to convey 30 million gallons per day of non-reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal, after treatment. Sanitary sewer—Separate sewer systems specifically for the carrying of domestic and industrial wastewater. Combined sewers carry both wastewater and urban runoff. South Coast Air Quality Management District (SCAQMD) — Regional regulatory agency that develops plans and regulations designed to achieve public health standards by reducing emissions from business and industry. Secondary treatment — Biological wastewater treatment, particularly the activated sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater. Sludge—Untreated solid material created by the treatment of wastewater. Total Suspended Solids (TSS)—The amount of solids floating and in suspension in wastewater. Trickling filter — A biological secondary treatment process in which bacteria and other microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in wastewater as it trickles over them. Urban runoff—Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and oceans. Wastewater—Any water that enters the sanitary sewer. Watershed—A land area from which water drains to a particular water body. The Orange County Sanitation District's service area is in the Santa Ana River Watershed.