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Home My WebLink About12-07-2016 Operations Committee Agenda Packet Orange County Sanitation District Wednesday, December 7, 2016 Regular Meeting of the a 5:00 P.M. OPERATIONS COMMITTEE _ Administration Building Board Room 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 AGENDA CALL TO ORDER PLEDGE OF ALLEGIANCE DECLARATION OF QUORUM: Clerk of the Board PUBLIC COMMENTS: If you wish to address the Committee on any item,please complete a Speaker's Form (located at the table outside of the Board Room) and submit it to the Clerk of the Board or notify the Clerk of the Board the item number on which you want to speak. Speakers will be recognized by the Chairman and are requested to limit comments to three minutes. REPORTS: The Committee Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Committee Members. These reports are for information only and require no action by the Committee. CONSENT CALENDAR: The Consent Calendar Items are considered 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 Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1.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 November 2, 2016 Operations Committee Meeting. 1M7/2016 operations Committee Agenda Page 1 of 6 2. POWER PRODUCTION CONSULTING SERVICES, SPECIFICATION NO. CS-2016-777BD (Ed Torres) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Professional Consultant Services Agreement with AECOM for Power Production Consulting Services, Specification No. CS 2016-777BD,for an amount not to exceed $191,691; and B. Approve a contingency of$19,169 (10%). 3. CBS ARCSAFE REMOTE CIRCUIT BREAKER RACKING UNIT (Ed Torres) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a sole source purchase with CBS Aresafe Inc. for the purchase of four CBS Aresafe remote circuit breaker racking units (two per plant), for a total amount not to exceed $139,920 delivered, plus tax; and B. Approve a contingency of$6,996 (5%). 4. COOPERATIVE PROCUREMENT WITH STATE OF CALIFORNIA UNDER WSCA- NASPO FOR FUEL CARD PROGRAM (Ed Torres) RECOMMENDATION: Recommend to the Board of Directors to: A. Authorize the use of the State of California Department of General Services (DGS) Participating Addendum No. 7-16-99-27 with U.S. Bank National Association dba Voyager Fleet Systems under the State of Washington WSCA-NASPO Commercial Card Solutions Contract Number 00612- Category 2 for the period beginning February 1, 2017 through December 31, 2018 for a total not to exceed $250,000, with four one-year renewal options. B. Approve a $50,000 (20%) Contingency per year. 5. DOIG DRIVE BUILDING IMPROVEMENTS, PROJECT NO. 3-65 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: Establish a project for Doig Drive Building Improvements, Project No. 3-65, with a budget of$2,436,000. 12/07/2016 Operations Committee Agenda Page 2 of 6 6. RETURN ACTIVATED SLUDGE PIPING REPLACEMENT AT ACTIVATED SLUDGE PLANT 1, PROJECT NO. P1-129 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: Establish a project for Return Activated Sludge Piping Replacement at Activated Sludge Plant 1, Project No. P1-129, with a budget of$3,300,000. NON-CONSENT CALENDAR: 7. UPDATE PRE-APPROVAL LIST FOR FREQUENTLY PROCURED SOLE SOURCE MATERIALS AND SERVICES (Ed Torres) RECOMMENDATION: Recommend to the Board of Directors to: A. Update authorization and set administrative controls for sole source procurement required to maintain, service, or replace equipment currently in operation at Orange County Sanitation District facilities where the parts and/or service can only be provided by the Original Equipment Manufacturer (OEM) or their designated representative, for purchases under $100,000, per purchase; and B. Authorize the General Manager to ratify additions or deletions to the OEM list on the General Manager's quarterly approved purchases agenda report. The following equipment, parts, and services from the listed OEMs are pre- approved as sole source items. The information below includes a general category for the part/service, not the specific, existing sole source part/service. • AANDERAA DATA INSTRUMENTS — Current meters • ABB—Variable frequency drives, process controls • ACME— Plant water strainers • AGILENT TECHNOLOGIES — Liquid Chromatography Mass Spectrometer • ALFA-LAVAL— Heat exchangers for digesters, centrifuges • ALLEN BRADLEY— Process controls • AMERON — Manhole Toppers • AM-LINER® PVC— Sewer lining • ARIZONA INSTRUMENT— Odor sensing equipment • ASHBROOK (BELLMER/WINKLER)—Sludge belt filter presses • BASLER— Electrical protective relays and regulators • BEC — Building Electronics control system • BENTLEY NEVADA— Gas compressor, Cen-Gen vibration monitoring • BIO-MERIEUX— Bacterial identification system • BOERGER— Process Pumps • CHESTERTON — Mechanical seals for process equipment • CSI/EMERSON — MSP vibrations • DEZURIK WATER CONTROLS— Process valves • EATON —Variable frequency drives for process pumps 1M7/2016 Operations Committee Agenda Page 3 c f 6 • EMERSON/ROSEMOUNT— Processequipment • FOXBORO— Process equipment • GOULD/ITT/YEOMANS — Process pumps • HACH/AMERICAN SIGMA— Liquid samplers • IPT— Limitorque services • HIDROSTAL— Process pump motors • LECO— GC Time of Flight mass spectrometer • LIMITORQUE — Process valves • MARLOW— Process pumps • Modicon — PLC parts & service • MOTOROLA, INC— Radios • MOYNO— Process pumps • MSA— Safety gas detection systems • MUFFIN MONSTER— Sludge grinders • PARKSON —Washer compactor • PERKIN ELMER— ICP Mass Spectrometer • PUTZMEISTER— Sludge transfer pumps • ROBICON —Variable frequency drives for pumps • ROTORK—Valve actuators • SANCON 100 EPDXY/URETHANE— Coating system • SCHWING —Sludgetransferpumps • SEABIRD— Ocean Monitoring instrumentation • SEEPEX— Process pumps • SIEMENS —Variable frequency drives, process controls • SIEMENS DEMAG DELAVALTURBOMACHINERY, INC. (SDDTI)—Aeration blowers service • SKALAR— BOD robotics • SPARLINGINSTRUMENTS— Processflowmeters • TELEDYNE — RD instrumentation • THERMO ELECTRON — ICP Atomic Emission Spectrometer and GC Mass spectrometer • TITUS— Composite Manhole Covers • VAREC— Process safety equipment • VAUGHAN — Process Pumps • WATERS CORPORATION — Liquid chromatograph mass spectrometer • WESTFALIA— Centrifuge parts • WEMCO — Process pumps • XYLEM — Process pumps and ancillary parts The following additional proprietary service providers are pre-approved: • ARC WIRELESS— Paging services • AUTODESK—AutoCADdrawingprogram • CALIFORNIA RECREATION COMPANY—Vessel Nerissa slip fees • CORNERSTONE — On Demand Talent Management System • EMPLOYEE BENEFITS SPECIALIST, INC— Benefits Enrollment System • ENFOTECH — Pre-treatment Software 1M7/2016 Operations Conran tee Agenda Page 4 of 6 • ESRI — GIS software • FIRST AMERICAN REAL ESTATE — Online Geographic-Realquest Report • GUIDANCE SOFTWARE, INC — E-Discovery Software • GOLDEN BELL— Insect Control • IBM MAXIMO — Enterprise Asset Management Software • INNOVYZE, INC— Hydraulic Monitoring and CCTV Data • L - 3 COMMUNICATIONS HOLDINGS, INC — Internet and Telecom Provider • LABWARE— Laboratory Information Management System • MICROSOFT CORPORATION — Premier Support • MOTOROLA, INC— Radios • NEOGOV— Online Job Application System • ORACLE —Oracle Database • ORACLE /JD EDWARDS — Enterprise One Materials, Equipment& Services • PLANETBIDS, INC — Online vendor and bid Management • RAND MCNALLY— Thomas Bros. Maps • RBMWARE — Software and 2310 vibration analyzers • STANDARD AUTOMATION dba WONDERWARE WEST— Historian for SCADA system • VISION INTERNET SOLUTIONS, INC— Internet Website • WORKFORCE —Time Entry 8. PROJECT MANAGEMENT INFORMATION SYSTEM, PROJECT NO. J-128 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: Establish a project for Project Management Information System, Project No. J-128, with a budget of $4,000,000. 9. OVERHAUL OF CENTRAL GENERATION ENGINES AT PLANT NOS. 1 AND 2, SPECIFICATION NO. S-2016-764BD (Ed Torres) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Service Contract to NRG Energy Services, LLC for the overhaul of Central Generation Engines, Specification No. S-2016-764BD, for the period of February 1, 2017 through January 31, 2018, for total amount not to exceed $2,633,119 with four (4) one-year renewal options and; B. Approve an annual contingency of$ 526,624 (20%) 1M7/2016 Operations Committee Agenda Page 5 of 6 INFORMATION ITEMS: 10. ORANGE COUNTY SANITATION DISTRICT FINANCIAL UPDATE (Lorenzo Tyner) DEPARTMENT HEAD REPORTS: OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: The next Operations Committee meeting is scheduled for Wednesday, February 1, 2017 at 5:00 P.M. Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714) 593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda Posting: In accordance with the requirements of Califomia Govemment Code Section 54954.2,this agenda has been posted outsidethe main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley,Calidomis,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 Descdotion: 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 klorerdocsd.mm For any questions on the agenda,Committee members may contact staff at General Manager Jim Herberg (714)593-7300 iherbemCcbocsd.com Assistant General Manager Bob Ghirmli (714)593-7400 rahirelIKpocsd.com Director of Engineering Rob Thompson (714)593-7310 rthomosomCcDocsd.com Director of Environmental Services Jim Colston (714)593-7450 0colsto0pocsd.com Director of Operations&Maintenance Ed Torres 714 593-7080 etomes ocsd.com 12/07/2016 Operations Committee Agenda Page 6 of 6 ITEM NO. 1 MINUTES OF THE OPERATIONS COMMITTEE Orange County Sanitation District Wednesday, November 2, 2016, 5:00 p.m. A regular meeting of the Operations Committee was called to order by Committee Chair Withers on Wednesday, November 2, 2016 at 5:00 p.m. in the Administration Building. Director Murphy led the Flag Salute. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: John Withers, Chair Jim Herberg, General Manager David Shawver, Vice-Chair Bob Ghirelli, Assistant General Manager Tom Beamish Celia Chandler, Director of Human Resources Ellery Deaton Rob Thompson, Director of Engineering Steve Jones Ed Torres, Director of Operations and Maintenance Robert Kiley Lorenzo Tyner, Director of Finance & Richard Murphy Administrative Services Steve Nagel Tina Knapp, Deputy Clerk of the Board Fred Smith Eddie Baker Michelle Steel Mike Dorman Chad Wanke Mark Esquer Mariellen Yarc Dean Fisher Greg Seboum, Board Vice-Chair Alfredo Garcia John Nielsen, Board Chair Rebecca Long Mark Manzo COMMITTEE MEMBERS ABSENT: Kathy Millea None. Jeff Mohr Victoria Pilko Paula Zeller OTHERS PRESENT: Brad Hogin, General Counsel Michael Beverage, Alternate Director YLWD Dan Bunce, Brown and Caldwell Bob Ooten, Alternate Director CMSD PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Committee Chair Withers did not provide a report. 11/02/2016 Opeations Committee Minutes Page 1 of 4 REPORT OF GENERAL MANAGER: General Manager Jim Herberg did not provide a report. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED. SECONDED, and DULY CARRIED TO: Approve Minutes of the October 5, 2016 Operations Committee Meeting. AYES: Beamish, Kiley, Murphy, Nielsen, F. Smith, Seboum, Shawver, Wanke , Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Deaton, Jones, Nagel, and Steel 2. QUARTERLY ODOR COMPLAINT REPORT (Ed Torres) MOVED, SECONDED, and DULY CARRIED TO: Receive and file the Fiscal Year 2016/17 First Quarter Odor Complaint Summary. AYES: Beamish, Kiley, Murphy, Nielsen, F. Smith, Seboum, Shawver, Wanke , Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Deaton, Jones, Nagel, and Steel 3. CENGEN HOT WATER PIPE BRACING AT PLANT 1, PROJECT NO. FE15-09 (Rob Thompson) MOVED, SECONDED, and DULY CARRIED TO: A. Approve a Task Order with Dudek, FE15-00-01-02, to provide engineering design services for the CenGen Hot Water Pipe Bracing at Plant 1, Project No. FE15-09, for an amount not to exceed $146,516; and B. Approve a contingency in the amount of$29,303 (20%). AYES: Beamish, Kiley, Murphy, Nielsen, F. Smith, Seboum, Shawver, Wanke , Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Deaton, Jones, Nagel, and Steel 11/02/2016 Operations Committee Minutes Page 2 of 4 4. DOIG DRIVE PROPERTY LEASE EXTENSION (Lorenzo Tyner) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Approve the Second Amendment to the Doig Property Lease, to enter into an eight (8) month lease extension of the Orange County Sanitation District's real property at 7311 Doig Drive, Garden Grove, in a form approved by General Counsel. AYES: Beamish, Kiley, Murphy, Nielsen, F. Smith, Seboum, Shawver, Wanke , Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Deaton, Jones, Nagel, and Steel Director Nagel arrived at 5:05 p.m.; Director Deaton arrived at 5:07 p.m.; Director Jones arrived at 5:10 p.m. NON-CONSENT CALENDAR: 5. OCEAN OUTFALL SYSTEM REHABILITATION, PROJECT NO. J-117 (Rob Thompson) Director of Engineering Rob Thompson introduced Engineering Manager Mike Dorman who provided an informative PowerPoint presentation containing an overview of the project and outlining the advantages of doing this work as two projects as opposed to three, which will allow for ease of sequencing and more room for construction, and the positive modifications being made to the electrical system. Staff responded to questions from the Committee clarifying costs, indicating that the costs identified in this project for the Plant Water Pump Station ($15,200,000) are costs previously approved by the Board of Directors for Project No. P2-122, which are being moved to this project, and will be reimbursed by the Orange County Water District. MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a budget increase of $28,517,000 for Ocean Outfall System Rehabilitation, Project No. J-117, for a total budget amount of$91,000,000; and B. Approve a contingency increase of $2,372,305 (35%) to the Professional Design Services Agreement with Brown and Caldwell for Ocean Outfall System Rehabilitation, Project No. J-117, for a total contingency of $3,050,106 (45%). AYES: Beamish, Deaton, Jones, Kiley, Murphy, Nagel, Nielsen, F. Smith, Seboum, Shawver, Wanke , Withers, and Yarc NOES: None 11/02/2016 Operations Committee Minutes Page 3 of 4 ABSTENTIONS: None ABSENT: Steel Director Steel arrived at 5:15 p.m. INFORMATION ITEMS: 6. ORANGE COUNTY SANITATION DISTRICT TREATMENT PLANT OVERVIEW (Ed Torres) Director of Operations and Maintenance Ed Torres introduced Operations Supervisor Eddie Baker who provided an informative PowerPoint presentation on the Sanitation District's treatment plant operations, including an overview of the 2015-16 treatment plant operating expenses, future flows for the Groundwater Replenishment System, and maintenance efforts. 7. NR6ESRERMIT RENEW.&I.�1ta2^.ATE{d:••,.., Go,•WOR This item was pulled from the agenda and will be rescheduled to a future date to be determined. DEPARTMENT HEAD REPORTS: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT Committee Chair Withers declared the meeting adjourned at 5:28 p.m. to the next scheduled meeting of Wednesday, December 7, 2016 at 5:00 p.m. Submitted by, Tina Knapp Deputy Clerk of the Board 11/02/2016 Operations Committee Minutes Page 4 of 4 OPERATIONS COMMITTEE Meeting Date TOBE.Or .Dir. 12/07/16 12/14/16 AGENDA REPORT ItemNumber Item Number z Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: POWER PRODUCTION CONSULTING SERVICES, SPECIFICATION NO. CS-2016-777BD GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Consultant Services Agreement with AECOM for Power Production Consulting Services, Specification No. CS 2016-777BD, for an amount not to exceed $191,691; and B. Approve a contingency of$19,169 (10%). BACKGROUND Orange County Sanitation District's (Sanitation District) Central Power Generation System (CenGen) provides important services to the Sanitation District's mission for resource recovery by utilizing digester gas for power production, heat, and steam generation. CenGen contributes to our mission of protecting the environment by reducing vented or flared digester gas and providing additional power reliability to our critical processes. In February 2015, organizational changes were made in the Operations and Maintenance Department to increase effectiveness by incorporating the Power Plant Operators (PPO) team into the treatment operations team. This reorganization aligned PPO work schedules to match the 24/7 operator schedules, aligned business practices, enhanced supervision, and increased collaborative team work. RELEVANT STANDARDS • Maintain a culture of improving efficiency • Protection of Orange County Sanitation District assets • Highly qualified, well trained, motivated, and diverse workforce PROBLEM Reorganizing the PPO's from the Maintenance Division into the Operations Division has provided several advantages, such as providing 24/7 supervisor availability for PPO staff, standardization of work practices between Operators and PPO's, and increased access Page 1 of 4 to training for PPG's. There were also some new and existing challenges, however,which staff would like to address, including: 1. Need for thorough training for Operations Supervisors in certain areas of CenGen; 2. Deficiencies in the maintenance database that identify CenGen assets, and clarity in the separation of operations and maintenance tasks; and 3. Staffing issues including succession planning for future Operations Supervisors that will assume responsibility for CenGen, limited integration of CenGen operations with the wastewater treatment operations, and limited flexibility in scheduling PPO time off. PROPOSED SOLUTION The scope of work in the proposed Professional Consultant Services Agreement (PCSA) includes tasks that will address the challenges identified in the reorganization. Based on the scope of work in the PCSA, the consultant shall: 1. Review existing Standard Operating Procedures and provide technical and safety training to the Operations Supervisors in the management of CenGen. 2. Review existing maintenance database, identify deficiencies, clarify operations and maintenance tasks, and provide solutions to gaps identified in the preventive maintenance of CenGen assets. 3. Conduct a feasibility study to evaluate the advantages and disadvantages of incorporating CenGen into a process area to be jointly operated by Operators and PPOs, which may address the challenges addressed above in item #3 of the problem statement. TIMING CONCERNS The ramifications below will present greater risk the longer they are not addressed. RAMIFICATIONS OF NOT TAKING ACTION Effectiveness of the reorganization will be incomplete. The issue regarding lack of training to supervisors will remain, the CenGen maintenance database will take longer to be reviewed for completeness, and the succession planning and scheduling challenges will remain. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION A Request for Proposal (RFP), which describes the Consultant's Scope of Work, was prepared by staff and reviewed by representatives from bargaining groups. The RFP was advertised on May 2, 2016. Proposals were received on June 21, 2016 from two firms: Page 2 of 4 AECOM and Jensen Hughes. A staff Evaluation Committee consisting of five representatives from the Operations and Maintenance Department reviewed and ranked each of the proposals in accordance with the evaluation process set forth in Sanitation District Ordinance No. OCSD47. The proposals were evaluated according to: (1)firm's qualifications and experience, (2)staffing and project organization, (3)work plan, (4)cost, and (5) interview and presentation. The Evaluation Committee reviewed the proposals and met with the highest ranked firm to clarify comments from bargaining groups and further evaluate the firm's qualifications. Pursuant to the results of the interview, the Evaluation Committee selected AECOM as the top-ranked firm as shown in Table 1. TABLE 1 PROPOSAL EVALUATION Consultant Evaluator AECOM Jensen Hughes Reviewer A 1 2 Reviewer B 1 2 Reviewer C 1 2 Reviewer D 1 2 Reviewer E 1 2 Overall Ranking 1 2 Proposal Fee $196,922 - Negotiated Fee Proposal $191,691 - Based on the above, staff has determined that the final negotiated fee is fair and reasonable for the level of effort required for this project and recommends award of the PCSA to AECOM. CEQA N/A FINANCIAL CONSIDERATIONS This complies with the authority levels in the Sanitation District's Purchasing Ordinance No. OCSD47. Budget for Power Production Consulting Services is included in the Fiscal Year 2016-17 budget(Line item: Professional and Contractual Services, Section 6, Pages 84 and 88). Date of Approval Contract Amount Continaencv 12/14/2016 $191,691.00 $19,169.00 (10%) Page 3 of 4 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: Professional Consultant Services Agreement Page 4 of 4 PROFESSIONAL CONSULTANT SERVICES AGREEMENT Power Production Consulting Services Specification No. CS-2016.777BD THIS AGREEMENTis made and entered into as of the date fully executed below,by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 (hereinafter referred to as"OCSD")and AECOM with a principal place of business at 999 W. Town R Country Road, Orange, CA 92868(hereinafter referred to as "Consultant") collectively referred to as the "Parties". WITNESSETH WHEREAS, based on Consultant's expertise and experience, OCSD wishes to temporarily engage Consultant to provide training to OCSD staff and supervision to operate the Can Gen at Plant 1 and 2 and integrate power plant operators (PPO) and plant operators into one job family ("Services") as described in Exhibit"A"; and WHEREAS, Consultant submitted its proposal, dated June 21, 2016; and WHEREAS, on December 14, 2016,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 1.1 This Agreement and all exhibits hereto (called the "Agreement") is made by OCSD and Consultant. The Terms and Conditions herein exclusively govern the purchase of Services as described in the 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" Cost Proposal Form Exhibit "C" Acknowledgement of Insurance Requirements (conformed 10.20.16) Exhibit U' OCSD Safety Standards 1.3 In the event of any conflict or inconsistency between the provisions of this Agreement and any of the provisions of the exhibits hereto, the provisions of this Agreement shall in all respects govern and control. 1.4 This Agreement may not be modified, changed or supplemented, nor may any obligations hereunder be waived or extensions of time for performance granted, except by written instrument signed by both Parties. 1.5 The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any Paragraph or provision hereof. Orange County Sanitation District 1 of 10 Specification No. CS-2016-777BD 1.6 The term "days", when used in the Agreement, shall mean calendar days, unless otherwise noted as workdays. 1.7 The term "workday". Workdays are defined as all days that are not Saturday, Sunday, or legally observed holidays. Meetings with OCSD staff shall be scheduled from Monday through Thursday between the hours of 8AM and 4PM (exception is operations staff who maintain plant operations 24/7 and work a rotated 12-hour shift) and shall conform to OCSD work schedules. OCSD review periods shall not include legally observed holidays. 1.8 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day Monday, Memorial Day Monday, Independence Day, Labor Day Monday, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.9 Work Hours: The work required under this Agreement may include normal Business hours, evenings, and weekends. OCSD will not pay travel time. 1.10 Work Hours: Refer to Exhibit"A". 1.11 Consultant shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided below or in Exhibit"B". 1.12 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses,or action incurred or undertaken by Consultant as a result of work performed in anticipation of purchases of said services by OCSD. 2. Scope of Work Subject to the terms of this Agreement, 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 One Hundred Ninety One Thousand Six Hundred Ninety and 69/100 Dollars ($191,690.69). 5. California Department of Industrial Relations (DIR) Registration and Record of Wages 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. Orange County Sanitation District 2 of 10 Specification No. CS-2016-777BD 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 Division of Labor 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 Consultant shall be paid monthly by OCSD upon approval of invoices by OCSD Project Manager, or designee, for Services rendered as outlined in Exhibit "A". OCSD, at its sole discretion, shall be the determining party as to whether the Services have been satisfactorily completed. 6.2 Invoices shall be emailed by Consultant to OCSD Accounts Payable at APStaffCrDOCSD.com and"INVOICE"and the Purchase Order number and"Specification No. CS- 2016-777BD" shall be referenced in the subject line. 7. Audit Rights Consultant agrees that, during the term of this Agreement and for a period of three (3)years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Consultant relating to the invoices submitted by Consultant pursuant to this Agreement. 8. Commencement and Term The Services to be provided by Consultant under this Agreement shall commence on the effective date of the Notice to Proceed (Effective Date), and be completed within three hundred sixty five (365)calendar days. 9. Renewals— Not Used 10. Extensions The Term of this Agreement may be extended only by written instrument signed by both Parties. 11. Performance Time is of the essence in the performance of the provisions hereof. 12. Termination 12.1 OCSD reserves the right to terminate this 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. 12.2 OCSD reserves the right to terminate this Agreement immediately upon OCSD's determination that Consultant is not meeting specification requirements, if the level of service is inadequate, or any other default of this Agreement. 12.3 OCSD may also immediately cancel for default of this Agreement in whole or in part by written notice to Consultant: Orange County Sanitation District 3 of 10 Specification No. CS-2016-777BD • 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. 12.4 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. 13. 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 subcontractor 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 interference 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 of 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 mantissa, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part,for any loss, damage, or injury. 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. 14. Insurance Consultant and all subcontractors shall purchase and maintain,throughout the life of this Agreement and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements, Exhibit "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 subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Agreement. 15. Key Personnel Personnel, as provided in Exhibit"B", are considered "key" to the work under this Agreement and will be available for the term of the Agreement. No person designated as key under this Agreement shall be removed or replaced without prior written consent of OCSD. If OCSD asks Consultant to remove a person designated as key under this Agreement, Consultant agrees to do so immediately regardless of the reason, or the lack of reason, for OCSD's request. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. Orange County Sanitation District 4 of 10 Specification No. CS-2016-777BD 16. Confidentiality and Non-Disclosure 16.1 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. 16.2 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. 16.3 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. 16.4 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, if any, developed pursuant to the Services hereunder. 16.5 The provisions of this section shall survive termination or expiration of this Agreement and shall continue for so long as the material remains confidential. 17. Ownership of Documents All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Service Provider, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of OCSD and shall be promptly delivered to OCSD upon request of the Project Manager or upon the termination of this Agreement, and Service Provider shall have no claim for further employment or additional compensation as a result of the exercise by OCSD of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Service Provider will be at OCSD's sole risk and without liability to Service Provider. Service Provider shall ensure that all its subcontractors shall provide for assignment to OCSD of any documents or materials prepared by them. 18. Ownership of Intellectual Property 18.1 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. Orange County Sanitation District 5 of 10 Specification No. CS-2016-777BD 18.2 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. 18.3 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. 18.4 The originals of all computations, drawings, designs, graphics, studies, reports, manuals, photographs, videotapes, data, computer files, and other documents prepared or caused to be prepared by Consultant or its subcontractors in connection with these Services shall be delivered to and shall become the exclusive property of OCSD. OCSD may utilize these documents for OCSD applications on other projects or extensions of this project, at its own risk. 19. No Solicitation of Employees Or Subcontractors 19.1 Consultant agrees that it shall not, during the term of this Agreement and for a period of one (1) year immediately following termination of this Agreement, or any extension hereof, call on, solicit, or take away any of the employees or subcontractors about whom Consultant became aware as a result of Consultant's Services to OCSD. 19.2 Consultant acknowledges that OCSD's employees are critical to its business. Consultant agrees not to employ or otherwise engage OCSD's employees or subcontractors during the term of this Agreement and for a period of one(1)year following termination of this Agreement. Should Consultant violate this provision, Consultant will pay OCSD fifty percent (50%) of the former employee's annual salary which payment is in addition to OCSD's rights and remedies. 20. Independent Contractor Capaeity 20.1 The relationship of Consultant to OCSD is that of an independent contractor and nothing herein shall be construed as creating an employment or agency relationship. 20.2 Consultant shall act independently and not as an officer or employee of OCSD. OCSD assumes no liability for Consultant's action and performance, nor assumes responsibility for taxes, funds, payments or other commitments, implied or expressed, by or for Consultant. 20.3 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. 20.4 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. Orange County Sanitation District 6 of 10 Specification No. CS-2016-777BD 20.5 Consultant shall be obligated to pay any and all applicable local, state and federal payroll and other taxes incurred as a result of fees hereunder. Consultant hereby indemnifies OCSD for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising out of Consultant's breach of this provision. 20.6 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. 21. 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 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. 22. 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. 23. 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. 24. Riaht to Review Services. Facilities. and Records 24.1 OCSD reserves the right to review any portion of the Services performed by Consultant under this Agreement, and Consultant agrees to cooperate to the fullest extent possible. 24.2 Consultant shall furnish to OCSD such reports, statistical data, and other information pertaining to Consultant's Services as shall be reasonably required by OCSD to carry out its rights and responsibilities under its agreements with its bondholders or noteholders and any other agreement relating to the development of the project(s) and in connection with the issuance of its official statements and other prospectuses with respect to the offering, sale, and issuance of its bonds and other obligations. 24.3 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. 25. Force Majeure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Agreement. 26. 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 Orange County Sanitation District 7 of 10 Specification No. CS-2016-777BD 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. 27. 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. 28. Remedies In addition to other remedies available in law or equity, if the Consultant fails to make delivery of the goods or Services or repudiates its obligations under this Agreement, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1)cancel the Agreement; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute goods or Services for those due from Consultant. In the event OCSD elects to "cover' as described in (3), OCSD shall be entitled to recover from Consultant as damages the difference between the cost of the substitute goods or Services and the contract price, together with any incidental or consequential damages. 29. Governina 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. 30. Attornev's Fees If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 31. Dispute Resolution 31.1 In the event of a dispute as to the construction or interpretation of this Agreement, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement,through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 31.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, orthree arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. Orange County Sanitation District 8 of 10 Specification No. CS-2016-777BD 32. 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. 33. OCSD Safety and Human Resources Policies OCSD requires all contractors and Consultants to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the Consultant is required to follow the most stringent regulatory requirement at no cost to OCSD. Consultant and all their employees and subcontractors, shall adhere to all applicable OCSD Safety 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". In addition to the requirements stated above, Contractor shall adhere to the following OCSD Safety requirements: SOP-102 PPE. 34. Freioht(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. 35. 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. 36. Conflict of Interest and Reporting 36.1 Consultant shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Agreement. 36.2 Consultant affirms that to the best of its knowledge there exists no actual or potential conflict between Consultant's families, business or financial interest or its Services under this Agreement, and in the event of change in either its private interests or Services under this Agreement, it will raise with OCSD any question regarding possible conflict of interest which may arise as a result of such change. 37. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than OCSD and Consultant. 38. Non-Liability of OCSD Officers and Emplovees No officer or employee of OCSD shall be personally liable to Service Provider, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Service Provider or to its successor, or for breach of any obligation of the terms of this Agreement. 39. Authority to Execute The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the Parties are formally bound. 40. Read and Understood By signing this Agreement, Consultant represents that he has read and understood the terms and conditions of the Agreement. 41. 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-2016-777BD 42. 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: Michelle Hadaway Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Consultant: Jeffrey S. Berk, PE AECOM 999 W. Town & County Rd. Orange, CA 92868 Each party shall provide the other party written notice of any change in address as soon as practicable. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts/Purchasing Manager AECOM Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 10 of 10 Specification No. CS-2016-777BD OPERATIONS COMMITTEE Meeting Date TOBE.Or .Dir. 12/07/16 12/14/16 AGENDA REPORT Item Item Number 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: CBS ARCSAFE REMOTE CIRCUIT BREAKER RACKING UNIT GENERAL MANAGER'S RECOMMENDATION A. Approve a sole source purchase with CBS Aresafe Inc. for the purchase of four CBS Aresafe remote circuit breaker racking units (two per plant),for a total amount not to exceed $139,920 delivered, plus tax; and B. Approve a contingency of$6,996 (5%). BACKGROUND The electrical distribution system is the backbone of the electrical service to both Orange County Sanitation District (Sanitation District) Plant Nos. 1 and 2 and is critical for their operation. One of the greatest risks to the electrical service worker during the maintenance of the system is the exposure to incident energy, namely an arc flash. This potential risk of exposure is greatest when the worker is"racking in" or"racking out"circuit breakers on energized equipment. New technologies remove the worker from the arc flash hazard, which increases safety. One such technology is the remote circuit breaker racking unit. The unit allows a circuit breaker to be "racked in" or "racked out" remotely while the worker stands up to 50 feet away and clear of the arc flash hazard. RELEVANT STANDARDS • Protection of Orange County Sanitation District assets • 24/7/365 treatment plant reliability • Provide a safe and collegial workplace PROBLEM A potential risk of exposure to an arc flash exists for the electrical service worker while inserting or removing circuit breakers from energized equipment. PROPOSED SOLUTION Reduce the risk of exposure by removing the electrical service worker from the arc flash potential. Page 1 of 2 TIMING CONCERNS N/A RAMIFICATIONS OF NOT TAKING ACTION Increased risk of arc flash exposure for the electrical service worker. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION CBS Aresafe Inc. is the only manufacturer that provides optional cameras to view the circuit breaker racking process from an operator, safe remote location and provides every adaptor required for all circuit breakers currently in service at Sanitation District facilities. These are critical features that make them uniquely qualified. 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 FY15/16 Budget Update — Capital Equipment Budget Detail appendix (Line items: 870 — Plant 1 Maintenance, Two Circuit Breaker Remote Racking Units - $81,500; and 880 — Plant 2 Maintenance, Two Circuit Breaker Remote Racking Units - $81,500; on Page A-21). A 5% contingency has been added to this purchase for unanticipated costs such as warranties, manuals, and other such items/services. Date of Aooroval Contract Amount Contingencv 12/14/2016 $ 139,920 $6,996 (5%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: N/A Page 2 of 2 OPERATIONS COMMITTEE MeetingDae TOBd.OfDir. 12/07/16 12/14/16 AGENDA REPORT ItemNumber Item Number 4 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations & Maintenance SUBJECT: COOPERATIVE PROCUREMENT WITH STATE OF CALIFORNIA UNDER WSCA-NASPO FOR FUEL CARD PROGRAM GENERAL MANAGER'S RECOMMENDATION A. Authorize the use of the State of California Department of General Services (DGS) Participating Addendum No. 7-16-99-27 with U.S. Bank National Association dba Voyager Fleet Systems under the State of Washington WSCA-NASPO Commercial Card Solutions Contract Number 00612-Category 2 for the period beginning February 1, 2017 through December 31, 2018 for a total not to exceed $250,000, with four one-year renewal options. B. Approve a $50,000 (20%) Contingency per year. BACKGROUND Approval of this action will provide for the Orange County Sanitation District (Sanitation District)to continue participating in the State of California (State) fuel purchase program. Under the State program, the Sanitation District purchases fuel from fueling stations at a discounted rate. The Sanitation District has purchased its fuel for vehicles and the Nerissa through the State program, which allows for decreased unit fuel cost resulting from large fuel bids associated with the cooperative procurement. The State contract was recently renewed. This contract with Voyager Fleet Systems Inc. (a U.S. Bank subsidiary) provides for the Sanitation District's fuel card program. The fuel card program issues every Sanitation District vehicle a charge card to purchase unleaded gasoline or diesel fuel from local fueling stations. RELEVANT STANDARDS • Ensure the public's money is wisely spent • Efficiency efforts reduce the cost to provide the current service level or standard PROBLEM The State recently renewed its contract with Voyager Fleet Systems, so the Sanitation District must renew its purchase order to continue participating in the fuel card program. Page 1 of 3 PROPOSED SOLUTION Approve participation in the State cooperative procurement. TIMING CONCERNS The Sanitation District is currently operating under a temporary purchase order to continue utilizing the Voyager Program while awaiting Board action. RAMIFICATIONS OF NOT TAKING ACTION The Sanitation District would purchase fuel at increased prices and be required to find other alternatives to fit this need. PRIOR COMMITTEE/BOARD ACTIONS February 2013 - Board approved a change order for an additional $80,000 to the existing Purchase Order for a total amount not to exceed $355,440. September 2009 - Board approved an initial purchase order with Voyager for a total amount not to exceed $250,400. ADDITIONAL INFORMATION The contract was a multi-state WSCA/NASPO competitive procurement led by Washington State on behalf of and in collaboration with Washington stakeholders and several other participating states, including California. This partnership brings additional savings to the participating states by combining purchasing power. Currently Washington, California, Oregon, Nevada, Utah, Arizona, and Minnesota utilize this contract and participated in the rebid process. Voyager was the lowest bidder and an incumbent vendor for WSCA-NASPO and other states, including California. This provided no interruption of services as current accounts and cards will be automatically covered under the new contract. A 20% contingency has been requested to allow for variances in fuel prices. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the FY16/17 operating budget. (Line item: Supplies. Section 6, Pages 48 and 80). Date of Aooroval Contract Amount Contlnaencv 12/14/2016 $250,000 $50,000 (20%) Page 2 of 3 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A Page 3 of 3 OPERATIONS COMMITTEE Meeting Date TOBE.Or .Dir. 12/07/16 12/14/16 AGENDA REPORT ItemNumber Item Number s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: DOIG DRIVE BUILDING IMPROVEMENTS, PROJECT NO. 3-65 GENERAL MANAGER'S RECOMMENDATION Establish a project for Doig Drive Building Improvements, Project No. 3-65, with a budget of$2,436,000. BACKGROUND In 2005, the Orange County Sanitation District (Sanitation District) purchased the building located at 7311 Doig Drive in Garden Grove to be used as a Collections Department field office. However, as a result of local sewer transfers in the Cities of Costa Mesa, Newport Beach, Orange, Tustin, and unincorporated areas of Orange County, it was later determined that the new facility was no longer necessary and the building was declared surplus property. A decision was made to lease the building out. The building is currently under a lease with a manufacturing firm that guarantees extensions until 2022. The building was constructed in 1978 per seismic codes less stringent than currently required. A Seismic Risk Assessment was performed and structural reinforcements were recommended to meet current seismic standards. RELEVANT STANDARDS • Protection of Sanitation District assets PROBLEM The building does not meet current seismic standards. In the event of an earthquake, the building could be severely damaged. PROPOSED SOLUTION Establish a project with a budget in the amount of $2,436,000 for the design and construction of seismic improvements for the Doig Drive Building. TIMING CONCERNS The building is at risk for structural damage due to an earthquake until the seismic improvements are completed. Page 1 of 3 RAMIFICATIONS OF NOT TAKING ACTION The building may be subject to significant damage and subsequent repair costs during an earthquake if seismic strengthening is not performed. PRIOR COMMITTEE/BOARD ACTIONS November 2016 -Approved the Second Amendment to the Doig Property Lease, to enter into an eight (8) month lease extension of the Sanitation District's real property at 7311 Doig Drive, Garden Grove, in a form approved by General Counsel. July 2016 - Board of Directors approved First Amendment to extend the lease by three months. December 2011 - Board of Directors authorized the lease at 7311 Doig Drive. November 2010 - Board of Directors declared the property at 7311 Doig Drive as surplus property. ADDITIONAL INFORMATION The project was initially created as Doig Drive Building Improvement, Project No. FE15-13, under the Master Facilities Engineering Collections Budget with the expectation that the engineering work could be completed under the $200,000 task order limitation for the Master Contracts. During the project development phase, it was determined that the design and construction services fees would exceed the $200,000 task order limitation. Therefore, Project No. FE15-13 will be cancelled and the work will need to be completed under a Capital Improvement Project, Doig Drive Building Improvements, Project No. 3-65. The selection of a Consultant has been completed and negotiations are currently in process. The Professional Design Services Agreement for Doig Drive Building Improvements, Project No. 3-65, is planned to be included in the agenda for the December Board Meeting. CEQA A Notice of Exemption will be filed after Board award of the Professional Design Services Agreement. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has not been budgeted. The funds will be allocated from the Replacement, Rehabilitation and Refurbishment, in the cash flow projections, FY 2016- 17 and 2017-18, Section 4, Page 16, Item 14. Page 2 of 3 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A DK:dm:gc Page 3 of 3 OPERATIONS COMMITTEE Meeting Date TOBE.Or .Dir. 12/07/16 12/14/16 AGENDA REPORT Item Item Number 6 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: RETURN ACTIVATED SLUDGE PIPING REPLACEMENT AT ACTIVATED SLUDGE PLANT 1, PROJECT NO. P1-129 GENERAL MANAGER'S RECOMMENDATION Establish a project for Return Activated Sludge Piping Replacement at Activated Sludge Plant 1, Project No. P1-129, with a budget of$3,300,000. BACKGROUND Activated Sludge, Plant 1, constructed in 1974, is one of the three biological treatment processes at the Orange County Sanitation District (Sanitation District), Plant No. 1. The facility includes 220 feet of 30-inch return activated sludge header piping required to maintain full capacity and supply effluent to the Orange County Water District. RELEVANT STANDARDS Protection of Orange County Sanitation District assets Provide a safe and collegial workplace PROBLEM The return activated sludge header piping system has had numerous corrosion-related leaks resulting in process interruptions. Future leaks could be a safety issue and could reduce the water supply to the Groundwater Replenishment System (GWRS). PROPOSED SOLUTION Replace the piping, which requires the establishment of a project with a budget in the amount of $3,300,000 for the design and construction of the return activated sludge header piping. TIMING CONCERNS The pipeline is in a tunnel system under pressure. A sudden pipeline rupture could present a safety issue for Operations staff. The repairs could also lead to a short-term loss of water availability to the GWRS. Page 1 of 2 RAMIFICATIONS OF NOT TAKING ACTION The pipeline failures have been isolated to the pump room; however, there are sections of the header piping that are buried. Leaks that occur in the buried sections may be undetected for longer durations and contaminate soil. Leak repairs could interrupt water supply to the GWRS. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The project was initially created under the Master Facilities Engineering Collections Budget with the expectation that the engineering work could be completed under the $200,000 task order limitation for the Master Contracts. During the project development phase, it was determined that the design and construction services fees would exceed the $200,000 task order limitation; therefore, the Facilities Engineering Project will be cancelled and the work is recommended to be completed under a Capital Improvement Project, Return Activated Sludge Piping Replacement at Activated Sludge Plant No. 1, Project No. P1-129. CEQA A Notice of Exemption will be filed after Board award of the project. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has not been budgeted. The funds will be allocated from the Replacement, Rehabilitation and Refurbishment in the cash flow projections, FY 2016-17 and 2017-18, Section 4, Page 16, Item 14. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A DK:dm:gc Page 2 of 2 OPERATIONS COMMITTEE Meeting Date TOBE.Or .Dir. 12/07/16 12/14/16 AGENDA REPORT Item Item Number 7 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: UPDATE PRE-APPROVAL LIST FOR FREQUENTLY PROCURED SOLE SOURCE MATERIALS AND SERVICES GENERAL MANAGER'S RECOMMENDATION A. Update authorization and set administrative controls for sole source procurement required to maintain, service, or replace equipment currently in operation at Orange County Sanitation District facilities where the parts and/or service can only be provided by the Original Equipment Manufacturer (OEM) or their designated representative, for purchases under$100,000, per purchase; and B. Authorize the General Manager to ratify additions or deletions to the OEM list on the General Manager's quarterly approved purchases agenda report. The following equipment, parts, and services from the listed OEMs are pre- approved as sole source items. The information below includes a general category for the part/service, not the specific, existing sole source part/service. • AANDERAA DATA INSTRUMENTS — Current meters • ABB—Variable frequency drives, process controls • ACME— Plant water strainers • AGILENT TECHNOLOGIES — Liquid Chromatography Mass Spectrometer • ALFA-LAVAL— Heat exchangers for digesters, centrifuges • ALLEN BRADLEY— Process controls • AMERON — Manhole Toppers • AM-LINER® PVC— Sewer lining • ARIZONA INSTRUMENT— Odor sensing equipment • ASHBROOK (BELLMER/WINKLER)—Sludge belt filter presses • BASLER— Electrical protective relays and regulators • BEC — Building Electronics control system • BENTLEY NEVADA— Gas compressor, Cen-Gen vibration monitoring • BIO-MERIEUX— Bacterial identification system • BOERGER— Process Pumps • CHESTERTON — Mechanical seals for process equipment • CSI/EMERSON — MSP vibrations • DEZURIK WATER CONTROLS— Process valves • EATON —Variable frequency drives for process pumps Page 1 of 5 • EMERSON/ROSEMOUNT— Processequipment • FOXBORO— Process equipment • GOULD/ITT/YEOMANS — Process pumps • HACH/AMERICAN SIGMA— Liquid samplers • IPT— Limitorque services • HIDROSTAL— Process pump motors • LECO— GC Time of Flight mass spectrometer • LIMITORQUE — Process valves • MARLOW— Process pumps • Modicon — PLC parts & service • MOTOROLA, INC— Radios • MOYNO— Process pumps • MSA— Safety gas detection systems • MUFFIN MONSTER— Sludge grinders • PARKSON —Washer compactor • PERKIN ELMER— ICP Mass Spectrometer • PUTZMEISTER— Sludge transfer pumps • ROBICON —Variable frequency drives for pumps • ROTORK—Valve actuators • SANCON 100 EPDXY/URETHANE— Coating system • SCHWING —Sludgetransferpumps • SEABIRD— Ocean Monitoring instrumentation • SEEPEX— Process pumps • SIEMENS —Variable frequency drives, process controls • SIEMENS DEMAG DELAVALTURBOMACHINERY, INC. (SDDTI)— Aeration blowers service • SKALAR— BOD robotics • SPARLINGINSTRUMENTS— Processflowmeters • TELEDYNE — RD instrumentation • THERMO ELECTRON — ICP Atomic Emission Spectrometer and GC Mass spectrometer • TITUS— Composite Manhole Covers • VAREC— Process safety equipment • VAUGHAN — Process Pumps • WATERS CORPORATION — Liquid chromatograph mass spectrometer • WESTFALIA— Centrifuge parts • WEMCO — Process pumps • XYLEM — Process pumps and ancillary parts The following additional proprietary service providers are pre-approved: • ARC WIRELESS— Paging services • AUTODESK—AutoCAD drawing program • CALIFORNIA RECREATION COMPANY—Vessel Nerissa slip fees • CORNERSTONE — On Demand Talent Management System Page 2 of 5 • EMPLOYEE BENEFITS SPECIALIST, INC— Benefits Enrollment System • ENFOTECH — Pre-treatment Software • ESRI — GIS software • FIRST AMERICAN REAL ESTATE — Online Geographic-Realquest Report • GUIDANCE SOFTWARE, INC — E-Discovery Software • GOLDEN BELL— Insect Control • IBM MAXIMO — Enterprise Asset Management Software • INNOVYZE, INC — Hydraulic Monitoring and CCTV Data • L - 3 COMMUNICATIONS HOLDINGS, INC — Internet and Telecom Provider • LABWARE— Laboratory Information Management System • MICROSOFT CORPORATION — Premier Support • MOTOROLA, INC— Radios • NEOGOV— Online Job Application System • ORACLE —Oracle Database • ORACLE /JD EDWARDS — Enterprise One Materials, Equipment& Services • PLANETBIDS, INC — Online vendor and bid Management • RAND MCNALLY— Thomas Bros. Maps • RBMWARE — Software and 2310 vibration analyzers • STANDARD AUTOMATION dba WONDERWARE WEST— Historian for SCADA system • VISION INTERNET SOLUTIONS, INC— Internet Website • WORKFORCE —Time Entry BACKGROUND Minute Order— Item 11(p) of 5/23/2007 approved a list of frequently procured materials and services, and associated vendors, which qualified as sole source procurements to serve as standing approval for future procurements of those items. This authorization was only for purchases related to existing equipment and did not apply to purchase of new equipment installed through a Capital Improvement Project. It was determined that having a pre-approved list of these specific items and vendors would increase efficiency, enhance transparency, and reduce repetitive creation and review of like requests. After nearly ten years, the existing list has become outdated. RELEVANT STANDARDS • Maintain a culture of improving efficiency • Efficiency efforts reduce the cost to provide the current service level or standard PROBLEM A subset of procurements meeting the sole source requirements of Ordinance No. OCSD47 are frequently purchased to maintain assets and wastewater process Page 3 of 5 equipment. Approving each individual procurement requires considerable staff time and may delay procurement of necessary materials and services. PROPOSED SOLUTION Approve a list of materials and services and associated vendors which clearly meet sole source criteria for procurements under $100,000 and a quarterly process to update the list. TIMING CONCERNS The current list of pre-approved sole source items from 2007 is outdated. All procurements not provided for on the existing list require separate sole source procurement review and approval by staff. RAMIFICATIONS OF NOT TAKING ACTION Staff will continue to approve numerous and repetitive individual sole source requests, which may delay procurements necessary for the maintenance of assets and operation of processes. PRIOR COMMITTEE/BOARD ACTIONS May 2007 - Minute Order 11(p) approved a list of frequently procured materials and services meeting the qualifications for sole source purchase. ADDITIONAL INFORMATION If approved, this request will streamline the sole source procurement process and reduce staff hours spent on the process. The items listed for pre-approval meet the requirements of sole source procurements as outlined in Section 1.07A of Ordinance No. OCSD-47. This authority does not affect staffs ongoing obligations under Article 7 (Delegation of Authority)of Ordinance No. OCSD-47, which requires reporting and/or approval of certain agreements regardless of whether they are sole source agreements. Also, this authority does not provide staff with authority to sole source new equipment delivered through a Capital Improvement Project. Items that are not included on the list will be submitted by staff via the existing sole source approval process. For items qualifying as OEM equipment or services and otherwise meeting sole source criteria, additions to the pre-approved list will be included on the Administrative Committee quarterly report for General Manager approved purchases. The Purchasing Division will review all orders exercised under this authority and ensure only those within the approved aggregate threshold of $100,000, including all costs (tax, freight, etc.), are processed. Additionally, the Purchasing Division will ensure an attempt to competitively bid all approved OEM items/services takes place whenever possible. Page 4 of 5 CEQA N/A BUDGET ) PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Orange County Sanitation District's Purchasing Ordinance. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.corn with the complete agenda package: N/A Page 5 of 5 OPERATIONS COMMITTEE Meeting Date TOBE.Or .Dir. 12/07/16 12/14/16 AGENDA REPORT ItemNumber Item Number B Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: PROJECT MANAGEMENT INFORMATION SYSTEM, PROJECT NO. J-128 GENERAL MANAGER'S RECOMMENDATION Establish a project for Project Management Information System, Project No. J-128, with a budget of$4,000,000. BACKGROUND The Orange County Sanitation District (Sanitation District) has an approved capital improvement program budget of$2.1 billion over the next ten years. Each of the projects included in this program requires management of a wide range of data, records, correspondence, and communication with consultants, contractors, stakeholders, and regulatory agencies. Staff currently uses a variety of tools and applications residing on a number of computer platforms to ensure that all work is done consistently with Sanitation District policies and procedures, contractual obligations, and legal requirements are being met. Primavera Contract Manager is an application currently used to manage construction contracts including change order management, contractor submittals, inspection reports, requests for information, meeting minutes, and punch lists. This application, first implemented in 1999, is no longer supported by the vendor, and thus can no longer be updated to meet new requirements and procedures. This system also predates internet- based applications that allow construction documents to be submitted, reviewed, and processed electronically among Sanitation District staff, consultants, contractors, subcontractors, and suppliers. Electronic processing allows quicker resolution of issues and reduces the potential for delays and claims related to lost documentation. In addition to construction contract management, software tools are now available in the industry for design, permitting, and rights-of-way procedures. RELEVANT STANDARDS • Sound engineering and accounting practices, complying with local, state, and federal laws • Maintain a culture of improving efficiency Page 1 of 3 PROBLEM The Primavera Contract Manager software application currently used to manage construction contracts is no longer supported and cannot continue to meet requirements. In addition, a number of business processes involved in managing the capital improvement program could be more efficiently and consistently performed using a commercial off the shelf software system. PROPOSED SOLUTION Implement a new Project Management Information System to replace Primavera Contract Manager and to serve additional business processes related to management of the capital improvement program. TIMING CONCERNS Primavera Contract Manager is no longer supported by the vendor. With upgrades of existing operating systems, hardware, and internet browsers, this software may cease to function, which could severely impact staff's ability to manage and track construction projects. RAMIFICATIONS OF NOT TAKING ACTION Failure of Primavera Contract Manager could severely impact staff's ability to manage and track construction projects. In addition, an opportunity to improve performance of other capital improvement program business processes would be lost. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Staff is in the process of selecting a vendor for a Project Management Information System, and anticipates requesting award of a contract in early 2017. Project costs will include software licensing, application hosting, configuration, training, and staff time to define and revise business processes, testing, rollout, and training. CEQA N/A Page 2 of 3 FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has not been budgeted. The funds will be allocated from the Replacement, Rehabilitation and Refurbishment, in the cash Flow projections, FY 2016- 17 and 2017-18, Section 4, Page 16, Item 14. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A JM:dm:gc Page 3 of 3 OPERATIONS COMMITTEE MeetingDae TOBd.OfDir. 12/07/16 12/14/16 AGENDA REPORT Item Item Number 9 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: OVERHAUL OF CENTRAL GENERATION ENGINES AT PLANT NOS. 1 AND 2, SPECIFICATION NO. S-2016-764BD GENERAL MANAGER'S RECOMMENDATION A. Approve a Service Contract to NRG Energy Services, LLC for the overhaul of Central Generation Engines, Specification No. S-2016-76413D, for the period of February 1, 2017 through January 31, 2018, for total amount not to exceed $2,633,119 with four (4) one-year renewal options and; B. Approve an annual contingency of$ 526,624 (20%) BACKGROUND Orange County Sanitation District (Sanitation District) operates eight Central Generation engines, between both treatment plants, that meet approximately two-thirds of ourelectric demand and the majority of our heating demand. Routine maintenance of the engines is conducted by Sanitation District staff; however, overhauls, which are conducted at40,000 hour intervals with major overhauls conducted at 125,000 hours, are contracted due to specialized service and equipment requirements. RELEVANT STANDARDS • Protection of Orange County Sanitation District assets • Consider life-cycle costs in all decisions • Use all practical and effective means for recovering energy • 24/7/365 treatment plant reliability PROBLEM Central Generation engines have reached or exceeded 125,000 hours of service and require major overhaul to bring the engines back to Original Equipment Manufacturer specifications. PROPOSED SOLUTION Contract with NRG Energy Systems, LLC to perform 125,000-hour service major overall of two Central Generation engines per year. Page 1 of 2 TIMING CONCERNS Timely major overhaul of the Central Generation engines is required to reduce the risk of failure. RAMIFICATIONS OF NOT TAKING ACTION Increased use of the engines without conducting these majoroverhauls will lead to engine failure resulting in costly repairs and increased purchased power costs, especially during the summer peak power season. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION This Contract was competitively bid with three prospective bidders attending the mandatory job walk with one bid being received by the Sanitation District. The information on the one bidder is listed below. Staff recommends that NRG Energy Services, LLC be awarded the Overhaul of Central Generation Engines Contract as the only responsive and responsible bidder. Bidder Total Cost NRG ENERGY Services LLC $2,633,118.85 A 20% contingency is requested for this effort for two reasons. First, repairs will be completed year-to-year on two different engine sizes (12-cylinder or 16-cylinder), which vary slightly in cost; and second, due to the likelihood of potentially unforeseen repair requirements that may be discovered during the overhaul(s). FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the FY16-17 Operating Budget. (Line item: Repairs and Maintenance, Section 6, Pages 92 and 96). Date of Aooroval Contract Amount Contincencv 12/14/2016 $2,633,119 $526,624 (20%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: Service Contract Page 2 of 2 SERVICE CONTRACT 125K Hour Overhaul of Central Generation Engines Specification No. 5-2016-764BD THIS CONTRACT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and NRG Energy Services, LLC with a principal place of business at 990 Peiffers Lane, Harrisburg, PA 17109-5907 (hereinafter referred to as"Contractor") collectively referred to as the "Parties". WITNESSETH WHEREAS, OCSD desires to retain the services of Contractor for the overhaul of the 125K Hour Central Generation engines "Services"; WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-47; and WHEREAS, Contractor submitted its Bid, dated, August 23, 2016; and WHEREAS, on December 14,2016, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in Exhibit"A". 1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Exhibits to this Contract are as follows in order of precedence: Exhibit"A" Scope of Work(Including all Appendices) and Addendum No. 2 Exhibit"B" Bid Price Form— Per Addendum No. 2 Exhibit"C" Acknowledgement of Insurance Requirements Exhibit"D" OCSD Safety Standards Exhibit"K" Performance Bond Exhibit"L" Payment Bond (Labor and Materials) 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects govern and control. Orange County Sanitation District 1 of 10 Specification No. S-2016-764BD 1.4 The provisions of this Contract may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.5 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.6 The term "days', when used in the Contract, shall mean working days as specified in Exhibit"A", unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents Day, Memorial Day, Independence Day, Labor Day,Veterans Day,Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 The term "hours", when used in this Contract, shall be as defined in Exhibit"A". 1.9 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided in Exhibit"B". 1.10 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses,or action incurred or undertaken by Contractor as a result of work performed in anticipation of purchases of said services by OCSD. 2. Compensation Compensation forthis project for the initial one year term shall not exceed the total amount of Two Million Six Hundred Thirty Three Thousand One Hundred Eighteen and 85/00 Dollars ($2,633,118.85). 3. California Department of Industrial Relations (D/R)Reoistration and Record of Wages 3.1 To the extent Contractor's employees and/or its Subcontractors who will perform Work under this Contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, Contractor and its Subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. 3.2 The Contractor and its Subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. 3.3 Pursuant to Labor Code Section 1776, the Contractor and its Subcontractors shall furnish a copy of all certified payroll records to OCSD and/or general public upon request, provided the public request is made through OCSD, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. 3.4 The Contractor and its Subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). Orange County Sanitation District 2 of 10 Specification No. S-2016-764BD 4. Payments Payments shall be made upon approval by OCSD Project Manager or designee, of invoices submitted for the milestones completed as follows: • Payment per Engine: An initial total of forty percent (40%) of the compensation for each engine individually shall be paid by OCSD to Contractor after the successful completion of the following Scope of Work (Items 1-12) as described in Exhibit "A" and sign-off by OCSD Project Manager, or designee: 1. Full engine disassembly 2. Cylinder heads rebuilt and machined as necessary 3. Camshafts complete 4. Intercoolers complete 5. Piston refurb complete with ring sets and new bushings 6. Master rods and articulating rods completely refurbished 7. All main bearing installed 8. All liners provided with the height rings installed and lower liner seals shipped to site 9. All new head stubs installed 10. All new waterjumpers shipped to site 11. Center frame gasket replaced and v-blocks installed 12. All major equipment cleaned • Payment per Engine: An additional total of forty percent (40%) of the compensation for each engine individually shall be paid by OCSD to Contractor after the successful completion of the remaining Scope of Work as described in Exhibit "A" and sign-off by OCSD Project Manager, or designee (Inclusive) of the 96-hour straight running test. If deficiencies occur the project manager shall review the deficiency and determine the severity, and decide if the 96-hour clock should start over, at no extra cost to OCSD. • Final Payment: The final twenty percent (20%) of the compensation for each engine individually shall be paid by OCSD to Contractor after the successful completion as described in Exhibit "A" Section 15 Warranties, and sign-off by OCSD Project Manager, or designee. This provision does not apply to new parts referenced in Exhibit"A", Section 15. 5. Invoices 5.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD Project Manager or designee of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Contractor shall not pay less than the prevailing wage, if applicable. Invoices shall include the Purchase Order Number. 5.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaffCrDOCSD.com and reference the following in the subject line: "INVOICE", the Purchase Order number, the Project Manager and Specification Number. 6. Audit Rights Contractor agrees that, during the term of this Contract and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. Orange County Sanitation District 3 of 10 Specification No. S-2016-764BD 7. Scone of Work Subject to the terms of this Contract, Contractor shall perform the Services identified in Exhibit "A". Contractor shall perform said Services in accordance with generally accepted industry and professional standards. & Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. 9. Contract Term The Services provided under this Contract shall commence on the effective date of the Notice to Proceed and continue for one year. 10. Renewals 10.1 OCSD may exercise the option to renew the Contract for up to four (4) one-year periods based upon the criteria set forth in Exhibit "A" Scope of Work, if mutually acceptable contract terms can be negotiated. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 10.2 Renewals may be made through the OCSD Purchase Order Process. 11. Termination 11.1 OCSD reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon receipt of a termination notice, Contractor shall immediately discontinue all work under this Contract(unless the notice directs otherwise). OCSD shall thereafter, within thirty (30)days, pay Contractor for work performed (cost and fee) to the date of termination. Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Contractor other than for work performed to the date of termination. 11.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Contractor is not meeting specification requirements, if the level of service is inadequate, or any other default of this Contract. 11.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written notice to Contractor: • if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or • if Contractor sells its business; or • if Contractor breaches any of the terms of this Contract; or • if total amount of compensation exceeds the amount authorized under this Contract. 11.4 All OCSD property in the possession or control of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 12. Insurance Contractor and all Subcontractors shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the Orange County Sanitation District 4 of 10 Specification No. S-2016-764BD requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit"C"). Contractor and all Subcontractors shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any Subcontractor to commence service pursuant to a subcontract until all insurance required of the Subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. 13. Indemnification and Hold Harmless Provision Contractor shall assume all responsibility for damages to property and/or injuries to persons, including accidental death,which may arise out of or be caused by Contractor's services under this Contract,or by its Subcontractor or by anyone directly or indirectly employed by Contractor, and whether such damage or injury shall accrue or be discovered before or after the termination of the Contract. Except as to the sole active negligence of or willful misconduct of OCSD, Contractor shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys' fees: (a) for injury to or death of any person or damage to property or interference with the use of property,arising out of or in connection with Contractor's performance under the Contract, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process, or any patented or unpatented invention, article or appliance, furnished or used under the Contract, and/or(c)on account of any goods and services provided under this Contract. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Contractor of or anyone employed by or working under Contractor. To the maximum extent permitted by law, Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless,or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Contractor agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. 14. Safety Standards and Human Resources MR) Policies OCSD requires all contractors and service providers to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Contractor and all their employees and Subcontractors, shall adhere to all applicable OCSD Safety Standards and Human Resources Policies found at: OCSD.com, "Doc Central" (bottom of page), under"Safety". OCSD's Safety Standards and Human Resource Policies are hereby incorporated by reference as though fully set forth herein. In addition to the requirements stated above, Contractor shall adhere to the following OCSD Safety requirements: SOP-102 PPE, SOP-105 LOTO, SOP-113 Bloodbome Pathogen, and SOP-118 Hot Work. 15. Warranties In addition to the Warranties stated in Exhibit "A", the following shall apply: 15.1 Manufacturer's standard warranty shall apply. All manufacturer warranties will begin at the date of acceptance after of the 96 hour run. 16. Performance Time is of the essence in the performance of this Contract and the provisions hereof. Orange County Sanitation District 5 of 10 Specification No. S-2016-764BD 17. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 18. Freight(F.O.B. Destination) Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 19. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 20. Regulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable federal, state, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. 21. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Contract will be paid by Contractor. 22. Applicable Laws and Regulations Contractor shall comply with all applicable federal, state, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of Contractor's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. 23. Contractor's Employees Compensation 23.1 General Prevailing Rate — OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which the work is to be performed for each craft or type of work needed to execute this Contract, and copies of the same are on file in the office of the engineer of OCSD. The Contractor agrees that not less than said prevailing rates shall be paid to workers employed on this Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. 23.2 Forfeiture For Violation - Contractor shall, as a penalty to OCSD, forfeit fifty dollars ($50.00) for each calendar day or portion thereof for each worker paid (either by the Contractor or any subcontractor under it)less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the work provided for in this contract, all in accordance with Section 1775 of the Labor Code of the State of California. Orange County Sanitation District 6 of 10 Specification No. S-2016-764BD 23.3 Apprentices — Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the Contractor shall comply therewith if the prime contract involves thirty thousand dollars ($30,000.00)or more or twenty (20)working days or more; or if contracts of specialty contractors not bidding for work through the general or prime Contractor are two thousand dollars($2,000.00) or more or five (5)working days or more. 23.4 Workday — In the performance of this Contract, not more than eight (8) hours shall constitute a day's work, and the Contractor shall not require more than eight (8) hours of labor in a day from any person employed by him hereunder except as provided in paragraph 23.1 above. Contractor shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at seq.) of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of twenty-five dollars ($25.00) for each worker employed in the execution of this Contract by Contractor or any subcontractor for each calendar day during which any worker is required or permitted to labor more than eight(8)hours in any one calendar day and forty(40)hours in any one week in violation of said Article. Contractor shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by Contractor in connection with the project. 23.5 Record of Wages; Inspection - Contractor agrees to maintain accurate payroll records showing the name, address, social security number, work classification, straight-time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed by it in connection with the project and agrees to require that each of its subcontractors do the same. All payroll records shall be certified as accurate by the applicable Contractor or subcontractor or its agent having authority over such matters. Contractor further agrees that its payroll records and those of its subcontractors shall be available to the employee or employee's representative, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards and shall comply with all of the provisions of Labor Code Section 1776, in general. Penalties for non-compliance with the requirements of Section 1776 may be deducted from project payments per the requirements of Section 1776. 24. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 25. Governina Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Contract or the performance thereof. 26. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 27. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, Orange County Sanitation District 7 of 10 Specification No. S-2016-764BD and/or (3) "cover' by purchasing, or contracting to purchase, substitute goods or Services for those due from Contractor. In the event OCSD elects to"cover' as described in (3), OCSD shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods or Services and the contract price, together with any incidental or consequential damages. 28. Dispute Resolution 28.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement,through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 28.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 29. Attorney's Fees If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 30. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 31. Severability If any section, subsection, or provision of this Contract, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Damage to OCSD's Property Any of OCSD's property damaged by Contractor, any subcontractors or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OCSD. 33. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. Orange County Sanitation District 8 of 10 Specification No. S-2016-764BD 34. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Contractor an OCSD employee. During the performance of this Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 35. Limitations upon Subcontracting and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 35.1 In the event the Contractor obtains written approval from the Project Manager to delegate duties, assign rights,substitute an approved Subcontractor and/or introduce a new Subcontractor, the Contractor shall be as fully responsible to OCSD for the acts, errors and omissions of the Subcontractor(s) and Suppliers and of the person(s) either directly or indirectly employed by the Subcontractor(s) and Suppliers as the Contractor is for the acts, errors and omissions of persons directly employed by the Contractor. Nothing contained in the Contract shall create any contractual relationship between any Subcontractor/Supplier and OCSD. 35.2 Each Subcontract and Supplier agreement shall be approved in writing by OCSD and preserve and protect the rights of OCSD, its directors, officers, agents, and employees under the Contract with respect to the work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor or Supplier, unless specifically provided otherwise in the subcontract agreement, the benefits of all rights, remedies and redress against the Contractor that the Contractor, by the Contract documents, has against OCSD. The Contractor shall make available to each proposed Subcontractor or Supplier, prior to the execution of the subcontract, copies of the Contract documents. 35.3 This section does not and shall not operate to relieve the Contractor of any duty or liability under the Contract, nor does it create any duty or liability on the part of OCSD. The Contractor shall have sole responsibility for promptly settling any disputes between its Subcontractors. 36. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 37. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Contractor or to its successor, or for breach of any obligation for the terms of this Contract. 38. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 39. Authority to Execute The persons executing this Contract on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. 40. Entire Contract This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 9 of 10 Specification No. S-2016-764BD 41. Notices All notices under this Contract must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Michelle Hadaway Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: NRG Energy Services, LLC 990 Peiffers Lane Harrisburg, PA 17109-5907 Each party shall provide the other party written notice of any change in address as soon as practicable. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Division Manager COMPANY Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 10 of 10 Specification No. S-2016-764BD OPERATIONS COMMITTEE Meeting Date To ad.of Dir. 1JJ07/16 -- AGENDA REPORT Item Number Item Number 0 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: ORANGE COUNTY SANITATION DISTRICT FINANCIAL UPDATE 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 financial update. RELEVANT STANDARDS • Protection of Orange County Sanitation District assets • Ensure the public's money is wisely spent ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A Page 1 of 1 ORANGE COUNTY SANITATION DISTRICT Agenda Terminology Glossary Glossary of Terms and Abbreviations AQMD Air Quality Management District ASCE American Society of Civil Engineers BOD Biochemical Oxygen Demand CARB California Air Resources Board CASA California Association of Sanitation Agencies CCTV Closed Circuit Television CEQA California Environmental Quality Act CIP Capital Improvement Program CRWQCB California Regional Water Quality Control Board CWA Clean Water Act CWEA California Water Environment Association EIR Environmental Impact Report EMT Executive Management Team EPA U.S. Environmental Protection Agency FOG Fats, Oils, and Grease gpd Gallons per day GWR System Groundwater Replenishment System (also called GWRS) ICS Incident Command System IERP Integrated Emergency Control Plan LOS Level of Service MGD Million gallons per day NACWA National Association of Clean Water Agencies NPDES National Pollutant Discharge Elimination System NWRI National Water Research Institute O&M Operations and Maintenance OCCOG Orange County Council of Governments OCHCA Orange County Health Care Agency OCSD Orange County Sanitation District OCWD Orange County Water District COBS Ocean Outfall Booster Station OSHA Occupational Safety and Health Administration PCSA Professional Consultant Services Agreement POTW Publicly Owned Treatment Works ppm Parts per million PSA Professional Services Agreement RFP Request For Proposal Glossary of Terms and Abbreviations RWQCB Regional Water Quality Control Board SARFPA Santa Ana River Flood Protection Agency SARI Santa Ana River Inceptor SARWQCB Santa Ana Regional Water Quality Control Board SAWPA Santa Ana Watershed Project Authority SCADA Supervisory Control and Data Acquisition system SCAP Southern California Alliance of Publicly Owned Treatment Works SCAQMD South Coast Air Quality Management District SOCWA South Orange County Wastewater Authority SRF State Revolving Fund SSMP Sanitary Sewer Management Plan SSO Sanitary Sewer Overflow SWRCB State Water Resources Control Board TDS Total Dissolved Solids TMDL Total Maximum Daily Load TSS Total Suspended Solids WDR Waste Discharge Requirements WEF Water Environment Federation WERF Water Environment Research Foundation WIFIA Water Infrastructure Financing and Innovation 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. Blogas — 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 farm land or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements, additional capacity, and projects for the support facilities. Coliform bacteria —A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere used as indicators of sewage pollution. E. coil are the most common bacteria in wastewater. Glossary of Terms and Abbreviations Collections system — In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. Certificate of Participation (COP) — A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. Contaminants of Potential Concern (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. Dilution to Threshold (D/T) — the dilution at which the majority of the people detect the odor becomes the D/T for that air sample. Greenhouse gases — In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse effect"). Groundwater Replenishment (GWR) System — A joint water reclamation project that proactively responds to Southern California's current and future water needs. This joint project between the Orange County Water District and the Orange County Sanitation District provides 70 million gallons a day of drinking quality water to replenish the local groundwater supply. Levels of Service(LOS)—Goals to support environmental and public expectations for performance. NDMA— N-Nitrosodimethylamine is an N-nitrosoamine suspected cancer-causing agent. It has been found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. National Biosolids Partnership (NBP) — An alliance of the National Association of Clean Water Agencies (NACWA) and Water Environment Federation (WEF), with advisory support from the U.S. Environmental Protection Agency (EPA). NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation in order to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. Plume—A visible or measurable concentration of discharge from a stationary source or fixed facility. Publicly-owned Treatment Works(POTW)— Municipal wastewater treatment plant. Santa Ana River Interceptor (SARI) Line — A regional brine line designed to convey 30 million gallons per day of non-reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal, after treatment. Sanitary sewer — Separate sewer systems specifically for the carrying of domestic and industrial wastewater. Combined sewers carry both wastewater and urban run-off. South Coast Air Quality Management District (SCAQMD) — Regional regulatory agency that develops plans and regulations designed to achieve public health standards by reducing emissions from business and industry. Secondary treatment — Biological wastewater treatment, particularly the activated-sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater. Sludge— Untreated solid material created by the treatment of wastewater. Total suspended solids (TSS)—The amount of solids floating and in suspension in wastewater. Glossary of Terms and Abbreviations Trickling filter — A biological secondary treatment process in which bacteria and other microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in wastewater as it trickles over them. Urban runoff — Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and oceans. Wastewater—Any water that enters the sanitary sewer. Watershed —A land area from which water drains to a particular water body. OCSD's service area is in the Santa Ana River Watershed.