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HomeMy WebLinkAbout02-06-2013 Operations Committee Agenda Packet NOTICE OF MEETING OPERATIONS COMMITTEE ORANGE COUNTY SANITATION DISTRICT Engineering, Operations & Maintenance, and Facilities Support Services Wednesday, February 6. 2013 — 5:00 P.M. Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 The regular meeting of the Operations Committee of the Orange County Sanitation District will be held at the above location, date and time. OPERATIONS COMMITTEE BOARD MEETING DATE MEETING DATE 02/06/13 02/27/13 03/06/13 03/27/13 04/03/13 04/24/13 05/01/13 05/22/13 06/05/13 06/26/13 07/03/13 07/24/13 AUGUST DARK 08/28/13 09/04/13 09/25/13 10/02/13 10/23/13 11/06/13 11120113" 12/04/13 12118/13' JANUARY DARK 01/22/14 **Meeting will be held on the third Wednesday of the month. ROLL CALL OPERATIONS COMMITTEE Engineering, Operations & Maintenance, and Facilities Support Services Meeting Date: February 6, 201 Time: 5:00 p.m. Adjourn: COMMITTEE MEMBERS (14) Tom Beamish Chair John Nielsen ice-Chair Keith Curry Tyler Die Steve Jones Lucille Krin Michael Levitt Brett Murdock Scott Nelson Greg Sebourn David Shawver Fred Smith Troy Edgar Board Chair John Anderson Board Vice Chair OTHERS Brad Ho in, General Counsel STAFF Jim Ruth, General Manager Bob Ghirelli, Assistant General Manager Jim Herber , Assistant General Manager Nick Kanetis, Director of Engineering Nick Arhontes, Dir. of Facilities Support Services Ed Torres, Director of Operations & Maintenance Jeff Reed, Director of Human Resources Lorenzo Tyner, Director of Finance and Administrative Services Maria Ayala, Clerk of the Board Dean Fisher Tod Ha nes Rob Thompson Orange County Sanitation District Wednesday, February 6, 2013 Regular Meeting of the 5:00 P.M. Operations Committee Administration Building Board Room 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7130 AGENDA PLEDGE OF ALLEGIANCE: DECLARATION OF QUORUM: PUBLIC COMMENTS: If you wish to speak, please complete a Speaker's Form and give it to the Clerk of the Board. Speakers 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. DEPARTMENT HEAD REPORT: ( CIP Performance ( Rate Discussion CONSENT CALENDAR: 1. Approve Minutes of December 5, 2012, Operations Committee meeting. 2. Approve Amendment No. 1 to the Facilities Engineering Task Order No. 07-00-04-06 with Infrastructure Engineering Corporation providing additional fall protection design and construction services for 2011 Miscellaneous Fall Protection Improvements, Project FE 10-20 for an additional amount of $48,965, increasing the total amount not to exceed $82,248. 02/06/13 Operations Committee Agenda Page 1 of 4 3. Authorize the Sole Source Agreement of maintenance repair service and parts with Ovivo USA, LLC for trickling filters No. 1 & 2 at Plant No. 1 for an amount of $144,773 and a 10% contingency of$14, 277.30 4. Recommend to the Board of Directors to: A. Approve a Professional Design Services Agreement with Carollo Engineers, Inc. to provide engineering design services for Trunk Line Odor Control Improvements, Project No. P1-123, for an amount not to exceed $856,986; and, B. Approve a contingency of$85,699 (10%). 5. Recommend to the Board of Directors to: A. Approve Change Order No. 1 to P.O. Number 103690-OB issued to Voyager Fleet Systems Inc. for the purchase of unleaded/diesel fuel for vehicles and marine vessel authorizing an additional $80,000 to increase total annual contract amount from $275,440 to a not to exceed amount of $355,440; and, B. Approve a contingency of$17,772 (5%); and, C. Authorize the use of the State of California Department of General Services (DGS) Statewide Travel Management Program for vehicle fuel requirements, for the period May 1, 2013 through April 30, 2014, for a total amount not to exceed $332,600, with four one-year renewal options, in accordance with Resolution No. OCSD 07-04, Section 3.08: Cooperative Procurement; and, D. Approve a contingency of$33,260 (10%). 6. Recommend to the Board of Directors to: Adopt Board Resolution No. OCSD 13 - XX, revising the Biosolids Recycling Resolution and repealing Board Resolution No. OCSD 06-10. 7. Recommend to the Board of Directors to: A. Approve a Sole Source Agreement with J.F. Shea Construction, Inc. for an amount not to exceed $430,000 for the repair of trickling filter pumps at Plant No. 2; and, B. Approve a contingency of$43,000 (10%) 02/06/13 Operations Committee Agenda Page 2 of 4 NON-CONSENT CALENDAR 8. Recommend to the Board of Directors to: Approve a contingency increase of $1,340,000 (4%) to the construction contract with JR Filanc Construction Company for Sludge Digester Rehabilitation at Plant No.1, Project No. P1-100, for a total contingency of$4,020,000 (12%). 9. Recommend to the Board of Directors to: A. Authorize staff to re-establish a Biosolids Account Pool utilizing a Blanket Purchase Order for the efficient management of all biosolids contracts (Yule Ranch, Synagro West, Inc., and Orange County Waste and Recycling) in one account to provide flexibility for unanticipated circumstances that may impact biosolids management, which may include events such as truck/driver shortages, poor weather conditions, regulatory constraints, unacceptable contractor performance, or contractor facility limitations; and B. Approve Blanket Purchase Order No. 104696-OB for an annual amount not to exceed $19,000,000 for biosolids management with Orange County Waste and Recycling, Tule Ranch, and Synagro West, Inc., which will replace Blanket Purchase Order No. 100760-013; and C. Authorize staff to move funds within the Biosolids Account Pool from one contract to another, as deemed necessary, due to unanticipated circumstances. INFORMATION ITEMS: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: The next Operations Committee meeting is scheduled for Wednesday, March 6, 2013, at 5:00 p.m. 02/06/13 Operations Committee Agenda Page 3 of 4 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)593-7130 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2,this agenda has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley, California, not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board. 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. Maria E.Ayala Clerk of the Board (714)593-7130 mavala/glocsd.com For any questions on the agenda,Committee members may contact staff at General Manager Jim Ruth (714)593-7110 imth[fDocsd.com Assistant General Manager Bob Ghirelli (714)593-7400 rohirelli0ocsd.com Assistant General Manager Jim Herberg (714)593-7300 iherberocDocsd.com Director of Engineering Nick Kanetis (714)593-7310 nkanetiskDoced.com Director of Facility Support Services Nick Arhontes (714)593-7210 narhontesaocsd.com Director of Operations&Maintenance Ed Tortes 714 593-7080 etomss ocsd.com 02/06/13 Operations Committee Agenda Page 4 of 4 Glossary of Terms and Abbreviations AQMD Air Quality Management District ASCE American Society of Civil Engineers BOO Biochemical Oxygen Demand CARB California Air Resources Board CASA California Association of Sanitation Agencies CCTV Closed Circuit Television 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 FSSD Facilities Support Services Department gpd Gallons per day GWR System Groundwater Replenishment System (also called GWRS) 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 OOBS Ocean Outfall Booster Station OSHA Occupational Safety and Health Administration POTW Publicly Owned Treatment Works ppm Parts per million RFP Request For Proposal 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 Glossary of Terms and Abbreviations 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 SSMP Sanitary Sewer Management Plan SSO Sanitary Sewer Overflow SWRCB State Water Resources Control Board TDS Total Dissolved Solids TMDL Total Maximum Daily Load TSS Total Suspended Solids WDR Waste Discharge Requirements WEF Water Environment Federation WERF Water Environment Research Foundation Activated-sludge process — A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen, and consume dissolved nutrients in the wastewater. Biochemical Oxygen Demand (BOD)—The amount of oxygen used when organic matter undergoes decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in water. Biosolids — Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farm land or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements, additional capacity, and projects for the support facilities. Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere used as indicators of sewage pollution. E. coli are the most common bacteria in wastewater. Collections system — In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. 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 (DR) — the dilution at which the majority of the people detect the odor becomes the D(f for that air sample. Glossary of Terms and Abbreviations 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. Publicly-owned Treatment Works(POTW)— Municipal wastewater treatment plant. Santa Ana River Interceptor (SARI) Line — A regional brine line designed to convey 30 million gallons per day (MGD) of non-reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal, after treatment. Sanitary sewer — Separate sewer systems specifically for the carrying of domestic and industrial wastewater. Combined sewers carry both wastewater and urban run-off. South Coast Air Quality Management District (SCAQMD) — Regional regulatory agency that develops plans and regulations designed to achieve public health standards by reducing emissions from business and industry. Secondary treatment — Biological wastewater treatment, particularly the activated-sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater. Sludge—Untreated solid material created by the treatment of wastewater. Total suspended solids (TSS)—The amount of solids floating and in suspension in wastewater. 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. OPERATIONS COMMITTEE Meeting Date To ad.of Di, OV06/13 -- AGENDA REPORT Item Number Item Number z Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Nick Kanetis, Director of Engineering Project Manager: Kathy Millea SUBJECT: 2011 MISCELLANEOUS FALL PROTECTION IMPROVEMENTS, PROJECT NO. FE10-20 GENERAL MANAGER'S RECOMMENDATION Approve Amendment No. 1 to the Facilities Engineering Task Order No. 07-00-04-06 with Infrastructure Engineering Corporation providing additional fall protection design and construction services for 2011 Miscellaneous Fall Protection Improvements, Project FE10-20, for an additional amount of$48,965, increasing the total amount not to exceed $82,248. SUMMARY Project No. FE10-20 originally included the design of 16 active fall protection systems at Plant Nos. 1 and 2, and Task Order 07-00-04-06 was issued in accordance with Resolution No. OCSD 07-04 Sections 5.04 and 7.02. Staff has identified an additional 23 active fall protection systems that required evaluation and design efforts necessary to enhance worker safety. Primary work elements include the design of fixed and/or portable guardrail systems, self-closing gates, fixed point anchors, ladders, signs, covers, and other improvements as needed to provide fall protection that meet Cal-OSHA standards. Infrastructure Engineering Corporation has successfully executed all Task Orders issued to date. They have a thorough understanding of the additional work and are in the best position to execute this work in a timely fashion. Staff has determined that the proposed price is fair and reasonable for the scope of work. Staff recommends approval of Amendment No. 1 to Infrastructure Engineering Corporation for an additional amount of$48,965. PRIOR COMMITTEE/BOARD ACTIONS None Page 1 of 2 ADDITIONAL INFORMATION Board Resolution No. OCSD 07-04 (Resolution) allows the Orange County Sanitation District (Sanitation District) to compile a master pre-approved list of between five and ten consulting firms for Facilities Engineering projects, and sets a maximum annual limitation of $200,000 for each firm. The Resolution delegates to the General Manager and Director of Engineering authority to solicit proposals for design engineering services to complete Facilities Engineering projects and award individual Task Orders for this work up to $100,000. In addition, the Resolution limits the General Manager's authorization for amendments to an individual Task Order in an amount up to $25,000, and the total combined value of the Task Order and all amendments not to exceed $100,000. In this item, while the total Task Order amount of$82,248 inclusive of Amendment No. 1 is less than $100,000, Amendment No. 1 is in the amount of$48,965 which exceeds the General Manager's authority as defined in the Resolution. CEQA The original Scope of Work for FE10-20 has been determined to be categorically exempt in accordance with Section 15301 (b) Class 1. A Notice of Exemption was filed on October 27, 2011. BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted and will be funded from the current project (FY 2012-2013 Joint-FE-J, Section 8, Page 94). JH:KM:RC:dm:gc Page 2 of 2 OPERATIONS COMMITTEE Meetlng Date To BA.of Dir. 02,06,13 -- AGENDA REPORT ern number Item Number 3 Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: MAINTENANCE REPAIRS OF TRICKLING FILTERS NO. 1 & 2 at PLANT NO. 1 GENERAL MANAGER'S RECOMMENDATION Authorize the Sole Source Agreement of maintenance repair service and parts with Ovivo USA, LLC for trickling filters No. 1 & 2 at Plant No. 1 for an amount of $144,773 and a 10% contingency of$14,277.30. SUMMARY Trickling filters are one of two types of secondary treatment processes operated by OCSD for removal of dissolved organic material prior to reuse or ocean outfall discharge. The process consists of 2 circular tanks filled with filter media and each tank has a set of 4 rotating distribution arms that evenly distribute the wastewater across the media. The trickling filter distribution arms rotate 24 hours a day 365 days a year and have been in service since March 2006. An inspection of both units by Ovivo, the original equipment manufacturer, (OEM) and OCSD staff revealed that the turntable that rotates each set of distribution arms are worn and are due for overhaul. In addition, there are two major components not part of the normal overhaul process that have cracked and need to be replaced. The OEM now fabricates these additional parts out of stainless steel so that they will not crack and will provide longer service life. PRIOR COMMITTEE/BOARD ACTIONS None ADDITIONAL INFORMATION The tricking filter is a biological process that can only be without water for no more than 4 hours at a time. Staff is recommending the sole source of the manufacturer to ensure the parts are manufactured to the correct tolerance and reduce the risk of the filters being out of service for an extended period of time causing loss of the biological mass which would result in degradation of treatment performance and a potential reduction in supply water for the Ground Water Replenishment System (GWRS). Page 1of 2 CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item was not budgeted and as such will require the deferral of other maintenance work if the additional expense cannot be absorbed in the current budget. ATTACHMENT The following attachments) may be viewed on-line at the OCSD website (www.ocsd.corn with the complete agenda package: ( Sole Source Agreement, Ovivo USA, LLC (7 pages) Page 2of 2 SERVICE CONTRACT Specification No. THIS AGREEMENT is made and entered into as of the date fully executed below by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and Company Name with a principal business at address (hereinafter referred to as "Contractor") collectively referred to as the "Parties". RECITALS WHEREAS, OCSD desires to retain the Wices of Contractor "Services"; and WHEREAS, OCSD has chosen actor to conduct Services in accordance asi Resolution No. OCSD07-04; and , _ WHEREAS, on , 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 th omises and tuaenefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Contract and all exhibits hereto called the "Contract") is made by OCSD and Contractor. The Terms and Conditions herein exclusively govern the purchase of Services as described in the Scope of Work, attached hereto and incorporated herein by reference as Exhibit"A". 1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Exhibits to this Contract are as follows in order of precedence: Exhibit"A" Scope of Work Exhibit"B" Exhibit"C" Exhibit"D" 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects govern and control. 1.4 The provisions of this Contract may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.5 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. Orange County Sanitation District 1 of 7 Specification No. DRAFT CONTRACT DO NOT SUBMIT 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 The term "hours", when used in this Contract, shall be as defined in Exhibit 1.8 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.9 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 for this p ject shall not exceed the total amount of and 00/00 Dollars 3. Payments Payments shall be made upon approval by OCSD Project Manager, or his designee, of invoices submitted for milestone tasks completed as described in Exhibit "A". OCSD, at its sole discretion, shall be the determining party as to whether the tasks and deliverables for each milestone have been satisfactor&completed. 4. Invo' ` 4.1 OCSD hall pay within 30 dafs of completion and receipt and approval by OCSD Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Contractor shall not pay less than the prevailing wage, if applicable. Invoices shall include the Purchase Order Number. 4.2 Invoices shall be emailed by Contractor to OCSD at the following email address and the Purchase Order number shall be referenced in the subject line: APStaff(&,OCSD.com. 5. Audit Rights Contractor agrees that, during the term of this Contract and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 66�� Scope of Work Subject to the terms of this Contract, Contractor shall perform the Sirvices identified in Exhibit "A" and . Contractor shall perform said Services in accordance with generally accepted industry and professional standards. 7. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. 8. Contract Term The services provided under this Contract shall be completed within days from the date of notice to proceed. 9. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 10. Termination 10.1 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, (delivered by certified mail, return receipt requested) of intent to terminate. Upon receipt of a termination notice, Contractor shall immediately discontinue all work under this Contract (unless the notice directs otherwise). Orange County Sanitation District 2 of 7 Specification No. DRAFT CONTRACT DO NOT SUBMIT 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. 10.2 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. 10.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written notice to Contractor: O if Contractor becomes insolvent or files a petition un�the Bankruptcy Act; or O if Contractor sells its business; or O if Contractor breaches any of the terms of this Contract; or O if total amount of compensation exceeds the amount authorized under this Cor 10.4 All OCSD property in the possession or control of Contractor shall be returned b Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs St. 11. Forceffaieure Neither party shall be liable for delays caused by accident, floolpacts 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. 12. Safety and Human Resources Policies Cor4Wor shall adhere to the Safety and Human Resources Policies in [Exhibit "B" hereto or http://www.ocsewers.com/index.as px?l)aoe=38$oarent=139531. 13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "). Contractor shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. 14. Indemnification and Hold Harmless Provision Contractor agrees to save, indemnify, defend and hold harmless OCSD against any and all liability, claims, judgments, cost and demands, including demands arising from injuries or death of persons and damage to property, arising directly or indirectly out of the negligence or willful misconduct of Contractor, its employees or agents, in relation to the rendition of services pursuant to this Contract, except claims or litigations arising through the sole negligence or willful misconduct of OCSD. Contractor agrees to reimburse OCSD for any expenditure, including reasonable attorney's fees, OCSD may incur by reason of such matters, and, if requested by OCSD, will defend any such suits at the cost and expense of Contractor. Orange County Sanitation District 3 of 7 Specification No. DRAFT CONTRACT DO NOT SUBMIT 15. Warranty 15.1 Manufacturer's standard warranty shall apply. All manufacturer warranties will begin at date of completion of this Contract. 15.2 Contractor's warranty: If, within the 12-month period following completion of its Services, OCSD informs Contractor that any part of the Services fails to meet the standards required under this Contract, Contractor shall, within the time agreed to by OCSD and Contractor, take all such actions as are necessary to correct or complete the noted deficiency(ies). 16. 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. 17. Independent Contractor It is agreed that Contractor shall act and be an independent contractor and not an agent or employe of OCSD, and shall obtain no rights to any bene ' which accrue to OCSD'S employe. �_ 16. Limitations upon Subcontractin�d ASsInment Contractor shall not delegate a duties nor assign any rights under this Contract without the prior written consent of OCSD. An such attempted delegation or assignment shall be void. ++ 0 19. Licenses, Permits. Ordinances and Regulations Contractor represents and dlamants 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. _ 44, 20. Applicable Laws and Regulations Contractor%jyt comply with all applicable federal, stale, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold harmless from any and all damages and lia ties assessed against OCSD as a result of Contractor's noncompliance therewith. Any p nnission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. 21. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 22. Public Contracts Law 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. Contractor agrees that not less than said prevailing rates shall be paid to workers employed on this project as required by Labor Code Section 1774 of the State of California. 23. 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. Orange County Sanitation District 4 of 7 Specification No. DRAFT CONTRACT DO NOT SUBMIT 24. Dispute Resolution 24.1 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 Contract, 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. 24.2 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 itrator, and those two arbitrators shall select a third. Discovery may be conducted in connelem 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 enors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein.* 25. Breach The waiver of either party of any breach-* vltion 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. 26. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or reppdiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute goods or Services for those due from Contractor. In the event OCSD elects to "cover' as described in (3), OCSD shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods or Services and the contract price, together with any incidental or consequential damages. 27. Wryival The provisions of this Contract dealing with Payment, Warranty, and Forum for Enforcement, shall survive termination or expiration of this Contract. 28. 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. 29. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. 30. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. Orange County Sanitation District 5 of 7 Specification No. DRAFT CONTRACT DO NOT SUBMIT 31. 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. 32. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorneys fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 33. 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 emissi such as sandblasting, open field spray painting or demolition of asbestos containing compon� or structures, shall comply w' the appropriate rules and regulations of the SCAQMD. 34. Regulatory Requirements Contractor shall rperform 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, 255, 260, and 261, Title 22, 23, and California Water Codes Division 2. — `� 35. Read and Understo gning this Contract, Contra r s e has read and understood the terms a d conditions of the Contract. 36. 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. 37. Entire Agreement This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiatio s between the Parties with respect to the subject matter hereof. Orange County Sanitation District 6 of 7 Specification No. DRAFT CONTRACT DO NOT SUBMIT 38. Notices All notices under this Contract must be in writing. Written notice shall be sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Any facsimile notice must be followed within three (3) days by written notice. All notices shall be effective when first received at the following addresses: OCSD: Clarice M. Marcin Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: Comp . vklffp-r��� *I k IN WITNESS Parties hereto have hereunto set their hands the day and year indicated beloV , ORANGE COUNTY DISTRICT Dated: it Board of Directors Dated: Clerk of the Board Da By: Contracts/Purchasing Manager COMPANY Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 7 of 7 Specification No. DRAFT CONTRACT DO NOT SUBMIT BOARD OF DIRECTORS Meeting Date TUBd.01Dir. 02/06/13 02127/13 AGENDA REPORTItem Nu barItem Number Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Nick Kanetis, Director of Engineering CIP Project Manager: Eros Yong SUBJECT: Trunk Line Odor Control Improvements, Project No. P1-123 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Design Services Agreement with Carollo Engineers, Inc. to provide engineering design services for Trunk Line Odor Control Improvements, Project No. P1-123, for an amount not to exceed $856,986; and, B. Approve a contingency of$85,699 (10%). SUMMARY The main goals of this project are twofold: (1) replace existing Scrubbers 9 and 10 at the Plant No. 1 Headworks facility with two new bio-trickling filters to replace aging equipment, and connect additional facilities to the foul air system; and (2) eliminate odors upstream of the three siphons along the Baker-Gisler Interceptor and Santa Ana Trunk sewers by implementing air jumper improvements to reduce condensate and water infiltration. The proposed Professional Design Services Agreement (PDSA) includes the preparation of a Preliminary Design Report, Final Design which includes the preparation of construction documents (plans and specifications), and bid support services. The Orange County Sanitation District (Sanitation District) advertised a Request for Proposal (RFP) and four proposals were received. Based on the overall qualifications and expertise, staff recommends awarding a PDSA to Carollo Engineers, Inc. for an amount not to exceed $856,986. PRIOR COMMITTEE/BOARD ACTIONS None. ADDITIONAL INFORMATION Project Scope of Work: This project will provide an engineered solution to replace Scrubbers 9 and 10. Scrubbers 9 and 10 will be treating additional foul air from Steve Anderson Lift Station (SALS) and Waste Hauler, thus almost doubling the amount of foul air currently being Page 1 d4 treated. Since Scrubbers 9 and 10 are used as roughing scrubbers, and their exhaust is further treated by chemical Scrubbers 1-4, the foul air treated by Scrubbers 1-4 will also be increased. The Sanitation District has a level of service goal of 14 dilutions to threshold (D/T) at the Plant No. 1 boundary. To meet this level of service goal, chemical Scrubbers 1-4 must achieve 300 D/T. This project will evaluate current available biotower technologies to ensure that Scrubbers 9 and 10 will provide sufficient treatment of the trunk line foul air such that 300 D/T can be achieved at the outlets of Scrubbers 1-4. This project will also address odor problems along the Baker/Gisler Interceptor and Santa Ana Trunk sewer inverted siphons. The air jumpers intended to convey the foul air to Plant No. 1 for collection and treatment have been filled with water due to infiltration and condensation. The foul air becomes trapped on the upstream side of the channels and escapes from manholes causing odor problems in surrounding communities. As part of the Scope of Work for this project, the Consultant will develop and implement an alternative to eliminate these odor problems. One possible alternative is to repair and/or rehabilitate the three existing air jumpers, including repairing the cured-in place pipe (CIPP) lining in one of the three jumpers, rehabilitating the other two air jumpers, rehabilitating the service manholes, and replacing the sump pumps and foul air fans. Another possible alternative is to provide local passive or forced-air odor control systems near the air jumpers. Request for Proposal: The evaluation and selection process is based on procedures pursuant to the California Government Code requiring the Sanitation District to select "the best qualified firm" for architectural and engineering services and to negotiate a "fair and reasonable" fee with that firm. An RFP which outlined Consultant's Scope of Work and criteria required for this project was advertised on October 16 and October 23, 2012 in the Orange County Register. Furthermore, an email notification was sent to all engineering consultants registered in the categories of Architecture & Engineering; Design; and Engineering — General, in the Sanitation District vendor database. As a result, four proposals were received on November 16, 2012. A Staff Evaluation Committee consisting of five representatives from Engineering, Odor and Corrosion Control, and Operations and Maintenance (0&M) Departments reviewed and ranked each of the proposals in accordance with the evaluation process set forth in the Sanitation District Resolution No. OCSD 07-04, Section 5.07. A representative from O&M Process Support Department participated as a technical advisor on odor control subject and was a non-voting member. A representative from the Contracts Administration Division participated in the evaluation process as a non-voting member. The proposals were evaluated according to the following six criteria: (1) understanding of the Scope of Work; (2) technical approach; (3) management approach; (4) staff qualifications; (5)firm experiences; and (6) schedule. After reviewing and scoring the proposals, the four Consultant firms were ranked according to the score achieved. The Evaluation Committee interviewed the top three firms: Carollo Engineers, Inc.; CH2MHill; and Dudek, Inc. to meet the proposed key Page 2 of 4 team members and further evaluate the firms' proposals. Pursuant to the results of the interview, the Evaluation Committee selected Carollo Engineers, Inc. as the top-ranked firm as shown in Table 1. TABLE PROPOSAL EVALUATION* Consultant Carollo CH2M Hill Dudek Evaluator Reviewer A 1 3 2 Reviewer B 2 1 3 Reviewer C 1 2 3 Reviewer D 1 2 3 Reviewer E 1 2 3 Average Ranking 1.2 2.0 2.8 Overall Ranking 1 2 3 Proposal Fee $1,096,485 $696,501 $1,438,639 Negotiated Fee $856,986 ---- --- Pro osal Based on scores after interview All proposals were accompanied by a sealed fee proposal estimate. The fee proposal estimates were not opened until the proposals were evaluated and a top-ranked firm was selected in accordance with Sanitation District Resolution No. OCSD 07-04, Section 5.07. Staff conducted negotiations with Carollo Engineers, Inc., to clarify the requirements of the Scope of Work and to establish the final negotiated fee. During the negotiation meeting, the project Scope of Work, assumptions, and the design process were discussed and clarified as required for the completion of the Scope of Work for the project. Elements reviewed include drawing list, project schedule, number of meetings/workshops, total labor hours, and labor-hour distribution by task as related to the work items, subconsultant scope of work and fees, and profit calculations. These elements were compared to the budgeted amounts, RFP requirements, industry standards, and Sanitation District historical data and Guidelines. As a result of these meetings, the proposal fee was decreased to $856,986. Carollo Engineers, Inc. was selected as the top-ranked firm due to their strong understanding of project issues, such as the importance of meeting the Sanitation District's level of service goals for odors, and height and space constraints for Scrubbers 9 and 10. Their proposal included technical approaches to address these goals and challenges such as the use of low-profile rectangular scrubbers for easier and safer O&M access, and using construction sequencing to eliminate temporary odor control system during construction hence decreasing construction cost. Finally, their proposed team consists of individuals with experiences in both project elements, including two odor control experts and a collections system task leader with extensive experience in infrastructure modeling, Page 3 of 4 design, and construction work. Staff believes that using the approach as proposed by Carollo Engineers, Inc. will reduce construction cost, potential change orders, delays, and community impacts during construction. Based on the above, staff determined the final cost proposal to be fair and reasonable for the Scope of Work and recommends awarding the Professional Design Services Agreement to Carollo Engineers, Inc. for an amount not to exceed $856,986. CECIA Notice of Exemption was filed on August 31, 2012. BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This complies with the authority levels in the Sanitation District's Delegation of Authority. This item has been budgeted (FY 2012-13, Section 8, Page 80) and the project budget is sufficient for the recommended action. Date of ADDroval Contract Amount Contlnoencv 02/27/13 $856,986 $85,699 (10%) ATTACHMENT The following attachment(s) may be viewed on-line at the OOSD website (MD .ocsd.com) with the complete agenda package: ( Professional Design Services Agreement (20 pages) JH:EY:dm:gc Page 4 d4 PROFESSIONAL DESIGN SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 27' day of February, 2013 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and CARROLLO ENGINEERS, INC or purposes of this Agreement hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, the SANITATION DISTRICT desiresngage a NSULTANT for Trunk Line Odor Control Improvements; Project No. P1-123, a provide Design services for aapportion of the headworks odor treatment facilities r ngflemolition, rehabilitation and replacement and, WHEREAS, CONSULTANT is qualified to provid he cessary services in connection with these requirements and has agreed to provide the nec ry professional services; and, WHEREAS, the SANITATION DISTRICT as adop ed procedures for the selection of ceeded professional services and has pro in actor c th said procedures to select a CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on Februa 27, 2013 the Board of Directors, by Minute Order, accepted the recommendj(iojof the perations Commitee to approve this Agreement between the SANITATION VISTTRICTT�and CONSULTANT. NOW, THEREFORE, in con era ttorTafthe promises and mutual benefits, which will result to the parties in carrying out the ms f this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK. CWSU TAINT agrees to furnish necessary professional and technical services to adFon)pli those project elements outlined in the Scope of Work attached hereto as ttachme "A", and by this reference made apart of this Agreement. A. The CONSULT hall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications, and other services furnished by the CONSULTANT under this Agreement, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the standards of best engineering practice for clarity, uniformity, and completeness. CONSULTANT shall respond to all comments, suggestions, and recommendations on the SANITATION DISTRICT's review comment sheets (i.e. DS1, DS2 and DS3). All comments shall be incorporated into the design prior to the next submittal deadline or addressed, in writing, as to why the comment has not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) PDSA PROJECT NO. P1-123 Revised 11/17/10 Page 1 of 20 C. In the event that work is not performed to the satisfaction of the SANITATION DISTRICT and does not conform to the requirements of this agreement or any applicable industry standards, the CONSULTANT s II, without additional compensation, promptly correct or revise any erro efciencies in its designs, drawings, specifications, or other services within Affinnefirame specified by the Project Engineer/Project Manager. The SANITANWlSTRICT may charge to CONSULTANT all costs, expenses and damal7a ociated with any such corrections or revisions. D. All CAD drawings, figures, and other work/aIlye produced by CONSULTANTS and Subconsultants using the any oth IO ndard CAD Manual. Conversion of CAD work from any other n-standard CAD format to the SANITATION DISTRICT format shall not b ac ptable in lieu of this requirement. Electronic files shall conform to the�A T ION DISTRICT specifications. Any changes to these specifications by the SULTANT are subject to review and approval of the SANITATION DISTRI T. Electronic files shall be sybjam to an acceptance period of fifteen (15) days during which the SANIT,F4CTION D.WTRICT shall perform appropriate reviews and including CAD Manu6IpomMWe. CONSULTANT shall correct any discrepancies or errors tec d and reported within the acceptance period at no additional cost to the SANIWION DISTRICT. E. The CONSULTXN�fsh II ensure that all plans and specifications prepared, or recommended under t s Agreement allow for competitive bidding. The CONSULTA shall esign such plans or specifications so that procurement of services, labor o en are not available from only one source, and shall not design plans andspecifications around a single or specific product, piece of major equipment or machinery, a specific patented design or a proprietary process, unless required by principles of sound engineering practice and supported by a written justification that has been approved in writing by the SANITATION DISTRICT. The CONSULTANT shall submit this written justification to the SANITATION DISTRICT prior to beginning work on such plans and specifications. Whenever the CONSULTANT recommends a specific product or equipment for competitive procurement, such recommendation shall include at least two brand names of products that are capable of meeting the functional requirements applicable to the project. F. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that (a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the PDSA PROJECT NO. P1-123 Revised 11/17/10 Page 2 of 20 SANITATION DISTRICT, (b)subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. Except for Subconsultants covered by Section 2 (a) neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. 2. COMPENSATION. Total compensation shall be paid to C ULTANT for services in accordance with the following provisions: A. Total Compensation. �� Total compensation shall be in an amount p6t tq,exceed [Total_Design»uCompanyq Dollars ($(<COnsuItantTOtalD011ar»). Total compensation to CONSULTANT includi burdened labor(salaries plus benefits), overhead, profit, direct costs, an ub nsultant(s)fees and costs shall not exceed the sum set forth herein, broken n as follows: DESIGN SERVICES INCLUDING: CONSULTANT: CARDLLO ENGINEERS, INC ' Raw Labor $ eRawl-abom � /� Fringe Rate pFringeRatepcnb % $ eFrinaeDollar»\ (%x Raw Labor) Burn V (Raw L7hor+ d $ eBurdenLabor» (Raw L bor+Fd ge Rate) OveTtyead aOverhea� dppcn�% $ eOverheadDala (%x Burd�/Labor) Subtotal $ aLabordollar» (Burden Labor+Overhead) Profit gPrgf % $ aProfitDob) (%x Subtotal) Total Direct Costs, not to exceed $ «Direct Costs» TOTAL—CONSULTANT Consulting Services, not to exceed $ aConsultantTotalDollar» PDSA PROJECT NO. P1-123 Revised 11/17/10 Page 3 of 20 Subconsultant"A": eSubANamex Raw Labor $ eSubARaWLaborpollarsa Fringe Rate / ((SubAFringeralePcnta % $ (SubAFrinaeRateDollaro (%x Raw Labor) Burdened labor $ ((SubABurdenl-aborpollarn (Raw Labor+Fringe Rate) V Overhead eSubAOverheadpcnts % VeSubAOverheadddollar» (%x Burden Labor) , bto I $ ((Totalcnsltntdlrr (B Labor+Overhead) Pr►►►►ofit(SubAProfitPercenta $ aSubAProfitDollara x Subtotal) ///��� otal Direct Costs, not to exceed $�bADirectCosts» TOTAL—Subconsultanl' " Consulting Services, not to exceed $GSubAtotalDollamb Subconsultant"B": WMANamex Raw Labor $ eSub RaWLaborpollarsa Fringe Rate eSubAFringerelePcnt» % $ eSubAFrinaeRateDollan) (%x Raw Labor) Burdened labor $ eSubABurdenLaborpollara (Raw Labor+Fringe Rate) Overhead eSubAOverheadpcnt» % $ eSubAOverheadddollarn (% x Burden Labor) Subtotal $ eTotalcnsltntdlr» (Burden Labor+Overhead) Profit aSubAProfitPercent» $ ((SubAProfitDollary o� (%x Subtotal) Total Direct Costs, not to exceed $ ((SubADirectCostso TOTAL—Subconsultant"B"Consulting Services, not to exceed $ aSubAtotalDollarsn PDSA PROJECT NO. P1-123 Revised 11/17/10 Page 4 of 20 Subconsultant"C": eSubMame» Raw Labor $ «SubARawLaborpollars» Fringe Rate / «SubAFdngeralePcnl» % $ «SubAFrinaeRateDollaro (%x Raw Labor) Burdened labor $ «SubABurdenLaborpollam (Raw Labor+Fringe Rate) V Overhead «SubAOverheadpcnt» % $1«SubAOverheadddollar» (%x Burden Labor) , bto I $ «Totalcnsltntdlm (B Labor+Overhead) Pr►►►►►►ofit«SubAProfitPercent» $ «SubAProfitDollar» x Subtotal)///��� otal Direct Costs, not to exceed $ISUGADirectCosts» TOTAL-Subconsultant" "Consulting Services, not to exceed $ SububAtotalDollars» Subconsultants under$100,000: Subconsultant 1 $ «SubAtotalDollars» Subconsultant 2 $ «SubAtotalDollars» Subconsultant 3 $ «SubAtotalDollars» Subconsultant 4 $ «SubAtotalDollars» Subconsultant 5 $ «SubAtotalDollars» TOTAL-Subconsultants under$100,000 $ «SubsSubtotalunder100000» GRAND TOTAL for Design Services, not to exceed $ «Total Design» For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with Subconsultant services above. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant, total compensation on an hourly-rate basis per attached schedule. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges, in an amount PDSA PROJECT NO. P1-123 Revised 11/17/10 Page 5 of 20 not to exceed aSubsSubtotalunder10000tA Dollars ($eSu bsSu btota I under100000))). Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). W h the consulting or subconsulting services amount is $250,000 or less maximum Profit shall be 10%. Between $250,000 and $2,500,000, the m m Profit shall be limited by a straight declining percentage between 10% or consulting or subconsulting services fees with a value great 00,000, the maximum Profit shall be 5%. Addenda shall be goverJJJ���d y the a maximum Profit percentage after adding consulting servic:S es. B. Labor. As a portion of the total compe sati/on be paid to CONSULTANT, the SANITATION DISTRICT shall pay to C SU TANT a sum equal to the burdened salaries (salaries plus benefts) a ua paid by CONSULTANT charged on an hourly-rate basis to this projec nd paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTMIqTjII1th certified payroll records of all employees' work that is charged to thi roject. C. Monthly Invoice. CONSULTANT shnclude in its monthly invoice, a detailed breakdown of costs assopeteb with fine performance of any corrections or revisions of the work forThat invoi g period. CONSULTANT shall allocate costs in the same manner it w r payment requests as described in Section 5, Payment, of this Agree nt. ONSULTANT shall warrant and certify the accuracy of these costs a nderstand that submitted costs are subject to Section 12 Audit rovi ions. D. Overhead. As a portio of the total compensation to be paid to CONSULTANT, the SANITATION DI RICT shall compensate CONSULTANT for overhead at a rate equal to eOverheadpcnt» % of burdened labor paid by CONSULTANT pursuant to Compesation Section hereof. The SANITATION DISTRICT shall compensate Subconsultant"A"for overhead at a rate equal to eSubAOverheadPcnt» % of burdened labor as shown in Compensation Section hereof. The SANITATION DISTRICT shall compensate Subconsultant'B"for overhead at a rate equal to eSubBOverheadPcnt» % of burdened labor as in Compensation Section hereof. The SANITATION DISTRICT shall compensate Subconsultant"C'for overhead at a rate equal to eSubBOverheadPcntu % of burdened labor as in Compensation Section hereof. E. Profit. As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay a profit of aProfitDol» Dollars ($«ProfitDol»)for all services rendered by CONSULTANT for this project. PDSA PROJECT NO. P1-123 Revised 11/17/10 Page 6 of 20 The SANITATION DISTRICT shall pay a profit of«SubAProfitDollar» Dollars ($((SubAProfitDollan>)for all services rendered by Subconsultant A for this project. The SANITATION DISTRICT shall pay a profit of«SubAProfitDollan» Dollars ($aSubBProfitDol»)for all services rendered by Sub 71sultant B for this project. The SANITATION DISTRICT shall pay a profit of«SubAProfitDollar» Dollars ($«SubBProfitDol»)for all services rendered b onsultant C for this project. F. Subconsultants. For any Subconsultant who fees are greater than or equal to $100,000, CONSULTANT shall pay to subs Itant total compensation in accordance with Section 2. For any su cons; .nt whose fees are less than $100,000, CONSULTANT may pay to s consultant, total compensation on an hourly-rate basis per attached Schedule. Tke S NITATION DISTRICT shall pay to CONSULTANT the actual costs of subcon ant fees and charges in an amount not to exceed «SubsSubtotalunder100000x Dollars ($uSubsSubtotalunder100000u). G. Direct Costs. The SANITATION DIS ICT shall pay to CONSULTANT the actual costs of permits and a sociateylfees, travel and licenses for an amount not to exceed xDirect_Costs»rpoJars ($«Direct_Costs»). The SANITATION DISTRICT shall also pafto CONS�KU1LTANT actual costs for equipment rentals, leases or purchases ith pAC�y�rovaI of the SANITATION DISTRICT. Upon request, CONSULTAN shall rovide to the SANITATION DISTRICT receipts and other documentary re s to support CONSULTANT's request for reimbursement of theseamounts. All incidental expenses shall be included in overhead pursU mrp=ation Section above. (See Attachment°B"). The SANITA ON DI RICT shall pay to Subconsultant A the actual direct costs for an amount n t xceed aSubADirectCosts» Dollars ($eSubADlrectCostS»). The SANITATION DISTRICT shall pay to Subconsultant B the actual direct costs for an amount not to exceed <<SubADirectCostse Dollars ($aSubBDirectCosts»). The SANITATION DISTRICT shall pay to Subconsultant C the actual direct costs for an amount not to exceed <<SubADirectCostse Dollars ($«SubBDirectCosts»). 3. REALLOCATION OF TOTAL COMPENSATION. The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total compensation is not increased. 4. When the SANITATION DISTRICT determines that all Work authorized under the Contract is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the Contract is otherwise terminated or expires in accordance with the terms of the Contract, the SANITATION DISTRICT shall give the Consultant written notice that the Contract will be closed out. CONSULTANT shall submit all outstanding billings, Work submittals, deliverables, reports or similarly related documents PDSA PROJECT NO. P1-123 Revised 11/17/10 Page 7 of 20 as required under the Contract within thirty(30) days of receipt of notice of Contract closeout. Upon receipt of CONSULTANT'S submittals,the SANITATION DISTRICT shall commence a closeout audit of the Contract and will either: I. Give the CONSULTANT a final Contract Accept or ii. Advise the CONSULTANT in writing of any out g item or items which must be furnished, completed, or corrected at the CONS LTA T' cost. CONSULTANT shall be required to provide adequiX r�$$rsources to fully support any administrative Project Closeout efforts identified in Agreement. Such support must be provided within the timeframe requested by the NI fT AT ION DISTRICT. Notwithstanding the final Contract Acceptance the C SULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the Work, the norms- omp wn of which were not disclosed to the SANITATION DISTRICT (regardless of w r such nondisclosures were fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under all those provisions of the Contract w ich exykssly or by their nature extend beyond and survive final Contract Acceptance Any failure by the SANITATI N DI ,to reject the work or to reject the CONSULTANT'S request for fi I Contract Acceptance asset forth above shall not be deemed to be Acceptance of the by the SANITATION DISTRICT for any purpose nor imply Acceptancjmsurbmit eement with, the Consultant's request for final Contract Acceptance.5. PAYMENT A. CONSULTAN monthly or periodic statements requesting payment for those items included in Section 2 hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project element work performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent(100%)of the invoiced amount on a per-project-element basis. If the SANITATION DISTRICT determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: I. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or PDSA PROJECT NO. P1-123 Revised 11/17/10 Page 8 of 20 ii. The percentage of the work accomplished for each project element. He may, at his discretion, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each project element or the project in its g ty. B. CONSULTANT may submit periodic payment rfor each 30-day period of this Agreement for the profit as set forth in Coon Section above. Said profit payment request shall be proportions to dually accomplished to date on aper-project-element basis. In thent the S NITATION DISTRICT's Director of Engineering determines that no ti ctory progress has been made since the prior payment, or in the eventof a d y in the work progress for any reason, the SANITATION DISTRICT sh have the right to withhold any scheduled proportionate profit payment. C. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon�ce ce of such work by the SANITATION DISTRICT, CONSULTANT will be paiSVh6 unpaid balance of any money due for such work, including any retained per ntages relating to this portion of the work. D. Upon satisfactory completion bf the v Ork performed hereunder and prior to final payment under this Agr ment foysuch work, or prior settlement upon termination of this A emellteMS as a condition precedent thereto, CONSULTANT shall a cute nd deliverto the SANITATION DISTRICT a release of all claims again e SANITATION DISTRICT arising under or by virtue of this Agre),eother than such claims, if any, as may be specifically exempted by Cr� ANT from the operation of the release in stated amounts to be set fo h theE. Pursuant tothe a False Claims Act(Government Code sections 12650- 12655), any CONNT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or e) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. PDSA PROJECT NO. P1-123 Revised 11/17/10 Page 9 of 20 6. PREVAILING WAGES To the extent CONSULTANT intends to employ employees who will perform work during the design and preconstruction phases of a construction contract, as more specifically defined under Labor Code Section 1720, CONSULTA4silsubject to prevailing wage requirements with respect to such employees. 7. DOCUMENT OWNERSHIP—SUBSEQUENT CHANNS AND SPECIFICATIONS—CONSULTANT PERFORMANC A. Ownership of Documents for the Profess! formed, all documents, including but not limited to, original plans, di , sketches, drawings, computer printouts and disk files, and specifications pre�ed in connection with or related to the Scope of work or Professional Se ces, shall be the property of the SANITATION DISTRICT. The SANITATIO DI TRICT's ownership of these documents includes use of, reproduction or r e of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownershi�ft. This ent arises upon payment or any partial payment for work performed des ownership of any and all work product completed prior to that paym Section shall apply whether the CONSULTANT'sProfession Servierminated: a) by the completion of the Agreement, orb) in spor ancer provisions of this Agreement. Notwithstanding any other provisigh of this paragraph or Agreement, the CONSULTANT shall ave VMmight to make copies of all such plans, studies, sketches, drawings, co uter printouts and disk files, and specifications. B. CONSULTANT shall n t be responsible for damage caused by subsequent changes to or es f t e plans or specifications, where the subsequent changes or uses are of authoriled or approved by CONSULTANT, provided that the service rende d by NSULTANT was not a proximate cause of the damage. C. The CONSULTA 's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the Department and may be considered in future CONSULTANT selection processes. 8. INSURANCE A. General I. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require Contractor to substitute any insurer whose rating PDSA PROJECT NO. P1-123 Revised 11/17/10 Page 10 of 20 drops below the levels herein specified. Said substitution shall occur within 20 days of written notice to Contractor, by the SANITATION DISTRICT or its agent. III. Coverage shall be in effect prior to the cem ncement of any work under this Agreement. B. General Liabilitv The CONSULTANT shall maintain during the life of th ntract, including the period of warranty, Commercial General Liagjfity Insurance written on an occurrence basis providing the following m im limits of liability coverage: One Million Dollars ($1,000,000) per occurrence I. C ne Million Dollars ($1,000,000) aggregate. Said insurance shall include overage for the following hazards: Premises-Operations, blanket contractual li ili (for this Agreement), products liability/completed operations (including any p duct manufactured or assembled), broad form property damage, blanitet contractual liability, independent contractors liability, personal and advertising in of ie equipment, owners and contractors protective liability, and crlity and severability of interest clauses. A statement on an insuranate will not be accepted in lieu of the actual additional insured endgrsemerequested by SANITATION DISTRICT and applicablgpXQU coverage (Explosion, Collapse and Underground) must be hTcluded irryytthe General Liability policy and coverage must be reflected on the s mittACLbRificate of Insurance. C. Umbrella Excess Liabilitv The minimum I' i�i is of neral liability and automotive liability insurance required, as set forth erein, sh be provided for through either a single policy of primary insurance or ombi lion of policies of primary and umbrella excess coverage. Umbrella excess ' lity coverage shall be issued with limits of liability which, when combined wi the primary insurance,will equal the minimum limits for general liability and automotive liability. D. AutomotiveNehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000)with One Million Dollars ($1,000,000) aggregate or, alternatively, One Million Dollars ($1,000,000)per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Workers Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation PDSA PROJECT NO. P1-123 Revised 11/17/10 Page 11 of 20 Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificatAegli rance. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force androughout the term of this Agreement, standard industry form professiiAn a errors and omissions insurance coverage in an amount of not less ban Two illion Dollars ($2,000,000)with limits in accordance with a ovisions of this Paragraph. If the policy of insurance is written on a " laims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5)years from the daajtlhe completion of the services hereunder. In the event of termination of said p�lcy d ng this period, CONSULTANT shall obtain continuing insurance coverage r e prior acts or omissions of CONSULTANT during the course of p rforming services under the term of this Agreement. Said coverage hall be videnced by either a new policy evidencing no gap in coverage or bVeporate extended "tail" coverage with the present or new carrier. / In the event the presen olicy of insurance is written on an "occurrence" basis, said policy shall be contin in full force and effect during the term of this Agreement Vshil ' letion of the services provided for in this Agreement, whichever ievent of termination of said policy during this period, new coverabtained for the required period to insure for the prior acts of CONSUL the course of performing services under the term of this Agreement. CONSULTvide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coveraae The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25-5(7/97)or equivalent. PDSA PROJECT NO. P1-123 Revised 11/17/10 Page 12 of 20 • Additional Insurance (ISO Form)CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional I ured endorsements must be submitted fora proval by the SANITATION DISTRICT, an ANITATION DISTRICT may reject alternatives tha r ide different or less coverage to f�Aa SANITA ION DISTRICT. • Additional Insured Submit endor0ment provided by carrier for the (Auto Liability) SANITA ON ISTRICT approval. • Waiver of Subrogation State Compe ation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State mpensation Insurance Fund Endo ement No. 2065 or equivalent. H. Cancellation Notice 4r Each insurance polic equR20'Fkrein shall be endorsed to state that coverage shall not be cancelled b eith party, except after thirty(30)days' prior written notice. The Cancellation ion of ACORD Form 25-5 (7/97)shall state the required thirty(3 da 'written notification. The policy shall not terminate, nor shall it be cant e ,no the coverage reduced until thirty(30) days after written notice is gi n to the S NITATION DISTRICT except for nonpayment of premium, whi shall quire not less than ten (10) days written notice to the SANITATION DUCT.CT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Contracts Management, Div. 230, and shall be received by the SANITATION DISTRICT not less than thirty(30)days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds'clause. PDSA PROJECT NO. P1-123 Revised 11/17/10 Page 13 of 20 K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT maybe held responsibl4bered ant of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self insured retentiongl to the SANITATION DISTRICT on the Certificate ol4nsurance. All deductibles and/or self insured retentions require approval by fe NITATION DISTRICT. At the option of the SANITATION DISTRICT, ither: a insurer shall reduce or eliminate such deductible or self-insure&Tetention as respects the SANITATION DISTRICT; or the CONSULTANT shall pro Me financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing Ogyment of losses and related investigations, claim administration, defense expenses. M. Defense Costs Liability policies shall have a rovisio hat defense costs for all insureds and additional insureds are pr i5 additi n to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall sponsible to establish insurance requirements for any subconsulta t hired by t e CONSULTANT. The insurance shall be in amounts and tyiTes eajonably sufficient to deal with the risk of loss involving the subconsuit is at' ns and work. 9. SCOPE CHANGES. In vent of a change in the scope of the proposed project, requested by SANITATIO DISTRICT, the parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONSULTANT's fees. 10. PROJECT TEAM AND SUBCONSULTANTS. CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this Agreement, the names and full description of all subconsultants and CONSULTANT's project team members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each subconsultant and each CONSULTANT's project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each subconsultant on a per-project-element basis, broken down as indicated in Section 2 (Compensation). There shall be no substitution of the listed subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. PDSA PROJECT NO. P1-123 Revised 11/17/10 Page 14 of 20 11. ENGINEERING REGISTRATION. The CONSULTANT personnel is comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this Agreement requires the services of a registered engineer. Such services hereunder will be performed under the direct sups ision of registered engineers. 12. AUDIT PROVISIONS I. SANITATION DISTRICT retains the reasoleOht cess, review, examine, and audit, any and all books, records, docL#Vnts and a y other evidence of procedures and practices that the SAN ITA DISTRICT determines are necessary to discover and verify that th CO LTANT is in compliance with all requirements under this Agreement. Th CO SULTANT shall include the SANITATION DISTRICT'S right as describ a ve, in any and all of their subcontracts, and shall ensure that these righ are binding upon all Subconsultants. ii. SANITATION DISTRICT retains thefence examine CONSULTANT's books, records, documents and any other eof procedures and practices that the SANITATION DISTRICT determinesessary to discover and verify all direct and indirect costs, ow atever nature, which are claimed to have been incurred, or anticipated t5 be incyii or to ensure CONSULTANT's compliance with all requirements ni7arsftegrZts ement during the term of this Agreement and for a period of three (3) termination. III. CONSULTANT s all aintain complete and accurate records in accordance with generally acce e d try standard practices and the SANITATION DISTRICT's policy. The ONSULT NT shall make available to the SANITATION DISTRICT for review an udit, Project related accounting records and documents, and any other financ to within 15 days after receipt of notice from the SANITATION DIS ICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. 13. LEGAL RELATIONSHIP BETWEEN PARTIES. The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of the SANITATION DISTRICT. 14. TERMINATION. The SANITATION DISTRICT mayterminate this Agreement at any time, without cause, upon giving thirty(30)days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty(30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. PDSA PROJECT NO. P1-123 Revised 11/17/10 Page 15 of 20 Notice of termination shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Sarah Strader Notice of termination shall be mailed to CONSULTANT CARDLLO ENGINEERS, INC. Douglas Lanning, PE, PMP 10540 Talbert Ave, Suite 200 East Fountain Valley, CA. 92708 15. DOCUMENTS AND STUDY MATERIALS. The do is and study materials for this project shall become the property of the SANITATIO (STRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence\�rgQy�tion and study materials in its files pertaining to the work described in this Agree n , which is requested in writing by the SANITATION DISTRICT. '��� C 16. COMPLIANCE. CONSULTANT//eertyies by1he execution of this Agreement that it pays employees not less than the minmum wgfe as defined by law, and that it does not discriminate in its employme wit d to race, color, religion, sex or national origin; that it is in compliance with all eral state and local directives and executive orders regarding non-discrimination in a yment; and that it agrees to demonstrate positively and aggressively the priryciple f equal opportunity in employment. 17. CONTRACT EXE TION AU HORIZATION. Both the SANITATION DISTRICT and CONSULTANT do c enant at each individual executing this document by and on behalf of each party is a on duly authorized to execute contracts for that party. 18. DISPUTE RESOLUTION. In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS. If any action at law or 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. 20. PROGRESS REPORTS. Monthly progress reports shall be submitted for review by the tenth day of the following month and must include as a minimum: 1)current activities, 2) future activities, 3) potential items that are not included in the Scope of Work, 4) concerns and possible delays, 5) percentage of completion, and 6) budget status. 21. WARRANTY. CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any PDSA PROJECT NO. P1-123 Revised 11/17/10 Page 16 of 20 part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION. To the fullest extent permitted by law, ONSULTANT shall indemnify, defend (at CONSULTANT'S sole cost and exp and with legal counsel approved by the SANITATION DISTRICT, which approv ll not be unreasonably withheld), protect and hold harmless the SANITATION RICT and all of SANITATION DISTRICT'S officers, directors, employ ONSULTANT's, and agents (collectively the"Indemnified Parties"), from and agains any II claims, damages, liabilities, causes of action, suits, arbitration awards, sses,jud ments, fines, penalties, costs and expenses (including, without limitation, o rrlpys fees, disbursements and court costs, and all other professional, expert or C NILTANT'S fees and costs and the SANITATION DISTRICT'S general and adminls�tfstive expenses; individually, a"Claim"; collectively, "Claims")which may arise from or areman y manner related, directly or indirectly, to any work performed, or any operations, bAlvities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful miscblr u t CONSULTANT, its principals, officers, agents, employees, CONSULTANT' u pliers, CONSULTANT, subconsultants, subcontractors, and/or anyo employed directly or indirectly by any of them, regardless of any contributing negligee or strict liability of an Indemnified Party. Notwithstanding the foregoing, nyytthhi� here' shall be construed to require CONSULTANT to indemnify the4ndemni d Parties from any Claim arising solely from: (A)the active negligence or wi I misconduct of the Indemnified Parties; or (B) a natural disaster or other ado God, such as an earthquake; or (C)the independe t action of third party who is neither one of the Indemnified Parties nor the CONSUL ANT, its principal, officer, agent, employee, nor CONSULTANT'S s pl' , CONSULTANT, subconsultant, subcontractor, nor anyone employed directly or i iredly by any of them. Exceptions (A)through (B)above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT'S liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT'S indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND. The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any PDSA PROJECT NO. P1-123 Revised 11/17/10 Page 17 of 20 person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indem 'fled Party's rights to indemnification hereunder. In the event a final judgment, ation, award, order, settlement, or other final resolution expressly determine the claim did not arise out of, pertain to, or relate to the negligence, recklessness I misconduct of the CONSULTANT, to any extent, then the DISTRICT wil rse CONSULTANT for the reasonable costs of defending the Indemnified Pas agains h claims. CONSULTANT'S indemnification obligation hereu7erfhall survive the expiration or earlier termination of this Agreement until such4time action against the Indemnified Parties for such matter indemnified hereunder is ully and finally barred by the applicable statute of limitations. 24. ENTIRE AGREEMENT. This Agreement onstitutes the entire understanding and agreement between the Parties and su' rse� previous negotiations between them pertaining to the subject matter thereof. (/" V� V PDSA PROJECT NO. P1-123 Revised 11/17/10 Page 18 of 20 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANIT N DISTRICT By Marc Dubois (ApproQved as to orm) Date Contracts, Purchag and Materials Management Div! on hidlanager By V Chair, BG�zd of D ectors Date By IBle of the Board Date CA CLO ENGINEERS, INC. V y Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager Attachments: Attachment"A"—Scope of Work Attachment"B"—Allowable Direct Costs SS:eh PDSA PROJECT NO. P1-123 Revised 11/17/10 Page 19 of 20 EDMS: M3969378 1 V V PDSA PROJECT NO. P1-123 Revised 11/17/10 Page 20 of 20 OPERATIONS COMMITTEE Meeth,D61e TOBd 0111 ,. 02/06/13 02/27/13 AGENDA REPORT Item Number Item Number s Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Nick Arhontes, P.E., Director of Facilities Support Services Manager: Mark Esquer, P.E., Engineering Manager for Service Contracts and Collection Facilities O&M SUBJECT: CHANGE ORDER NO. 1 TO P.O. NUMBER 103690-OB, VOYAGER FLEET SYSTEMS INC. FOR FUEL PURCHASE GENERAL MANAGER'S RECOMMENDATION A. Approve Change Order No. 1 to P.O. Number 103690-OB issued to Voyager Fleet Systems Inc. for the purchase of unleaded/diesel fuel for vehicles and marine vessel authorizing an additional $80,000 to increase total annual contract amount from $275,440 to a not to exceed amount of$355,440; and, B. Approve a contingency of$17,772 (5%); and, C. Authorize the use of the State of California Department of General Services (DGS) Statewide Travel Management Program for vehicle fuel requirements, for the period May 1, 2013 through April 30, 2014, for a total amount not to exceed $332,600, with four one-year renewal options, in accordance with Resolution No. OCSD 07-04, Section 3.08: Cooperative Procurement; and, D. Approve a contingency of$33,260 (10%). SUMMARY This contract provides for OCSD's Fuel Card Program which issues every OCSD vehicle a charge card to purchase unleaded gasoline or diesel fuel from fueling stations. Using this contract, negotiated by the state of California, we pay a less-than-retail price per gallon. This increase to the authorized total contact amount is needed as the cost of both unleaded gasoline and diesel fuel has increased over the past year beyond staffs projections. The average monthly program cost is currently $29,000. In addition to the unit fuel cost increases, we also experienced extra usage of diesel fuel by OCSD's ocean monitoring vessel the MV Nerissa during the recent five-mile outfall repair project. The current contract is insufficient and requires the recommended changes. PRIOR COMMITTEE/BOARD ACTIONS N/A Page 1 ADDITIONAL INFORMATION The State of California DGS agreements are available to all State of California governmental entities (state agencies, cities, counties, special districts, school districts, universities, etc.) that expend public funds for the acquisition of both goods and services. The State of California purchases a wide variety of goods and services ranging from pencils to temporary labor. Annual purchases total almost $10 billion. The Procurement Division (PD) is the central purchasing authority for all state departments and local governmental agencies. With a massive marketplace and billions of dollars in purchasing power they are able to offer a lower procurement cost to California's state, county, city, special district, education and other government entities through their agreements. These agreements allow entities/agencies to buy directly from suppliers through existing contracts and agreements. Contract Ownership: California Department of General Services Contract Documents/Pricing (DGS-OFA-OPPS-06; TRAVEL BULLETIN 10-08) Term of Agreement: 5/1/2012 —4/30/2013 CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with Delegation of Authority Section 3.08. Date of ADDroval Contract Amount Continnencv 09/01/09 $250,400.00 $25,040(10%) 02/27/13 $355,440.00 $17,775(5%) ATTACHMENT The following attachment(s)is included in hard copy and may also be viewed on-line at the OCSD website(www.ocsd.coml with the complete agenda package: ( DGS Travel Bulletin #12-03 (5 pages) Page 2 DEPARTMENT OF GENERAL CES Des STATEWIDE TRAVEL MANAGEMENTIPROGRAM TRAVEL BULLETIN Travel Bulletin: # 12-03 Effective Date: May 1, 2012 Expiration Date: April 30, 2013 SUBJECT: Existing Contract Extension PURPOSE: Notification of the One Provider Contract Extension (American Express Corporate Services and Voyager Fleet Systems, INC.) REFERENCE: DGS-OFA-OPPS-06; Travel Bulletin 11.04 Purpose This Travel Bulletin announces the extension of the Department of General Services (DGS) One Provider Contract with American Express Corporate Services and Voyager Fleet Systems, INC. The term of this amendment is May 1, 2012 through April 30, 2013. Contract The American Express Payment System provides centrally billed accounts for Overview and airlines, rail, and car rental via the Business Travel Account (BTA) and Information individual travel charge cards for frequent state travelers. In addition, American Express provides the centrally-billed Meeting Planners Account (MPA) for the payment of consolidated lodging, and meeting and conference hotel charges. The Voyager Fleet Payment System is a fuel card that can be used at more than 10,000 locations throughout California to purchase fuel, alternative fuels, Fluids, and lubricants. The Voyager card is also accepted by all major repair and maintenance providers throughout the State. Voyager maintains data security savings and controls. The Voyager program exempts all Federal and State taxes, resulting in cost savings for the State. Standard A copy of the Standard Agreement Amendment, Sid. 213A, describing all Agreement amendments to the One Provider contract is posted on the STAMMP website Amendment, (www.das.ca.cov/travel) under"Travel Bulletins" and "What's New". All Std. 213A amendments to the contract have been made part of, and are incorporated into, the agreement including the addition of Exhibit D, Special Terms and Conditions. Exhibit D emphasizes that individual government cards are only to be used for business travel purposes. Department Travel Program Administrators and Travel Coordinators must be aware of, and familiar with, all amendments Included on the Std. 213A. One Provider American Express — Doug Browne, doug.browneOaexo.com Account Voyager Fleet Systems—Mark Hess, mark.hesst(causbank.com Managers DGS Statewide If you need additional contract information or assistance, please contact: Travel Program Lori Wasson, Travel Program Specialist ' Contract DGS Statewide Travel Program Administrator (916) 376-3992 lori.wassonOd gs.ca.gov STANDARD AGREEMENT AMENDMENT emv,wo.,am) ® CHECK HERE IPADDMONALPAGf6 ARE ATTACHED 2 Aaratidae+l'mM� f7: REP-DOS•On-OPPB-06 aFu remr raoa�aau S �Z 1. bentmedkdo betwaesdw Slate aadConhar4m named below: annsmcrsx.aa v CADEPAR7MENTOFO&MMSERVnCES OM7CCEOOFFnBBT. AND As MANAGEMENT mmAmanxAsm Amerkan Elmreas TrM1 Related Ownwete ServICK Inc.and U.S.Bank NadonelAseode8on ND. , +rz 2. Thnrermofdda Autunuatis Novubx120D6 devash April 30,2013 3. Thomaxhauma1110,14dihis soAgronazat aRctlda ammdmout h: Zero 00/IW 4. 7bolarda ram uagy cp W dds eaamdmont u fogarra. All uUom mind below me byrbh tefinenoe made a ..yyaam Agreement and inonPmtted hernia: �<P A Amend Contractors rmme to==city read HE American EVIess Travel Related GDWMtD Services, In fend° U.S.Bank National Aeeociallon ND w B. All references to Voyager or Voyager Fleas Systems Inc.In tM VOyageT Fleet Card Program AgreementRnd any amendments or addenda[RemtO are naw fefemiroea to U.S. Bonk Natkmal Association ND C.Amend U.S. Bank National Aaeodallon NO's address to read: U.S. Bank National Association ND, Mail Code: EP-MN-28C,200 South Set Street Minneapolis,MN SM02 Attn: Contract Services D. Amend contract tern for an additional twetve(12)nwnOw. The effective deter of thle contract Is November t, 2008 and this amendment extends the term through April 30,2013. E. Add Exh bft D, Special Terms and Conditions All other Isrme and COndWans shall remaln the ame. IN WITNESS WHEREOF,Ibh AErwmaet ba bau aeand by Of Pudu Mato. C(INITACTOR CONLRACFOR wj 'aNAr�R/ w,esrAd.m.aw,.. aMplltl taQmAcraaluemWml..,wMw✓,m.awe.mpNd+/sa+,Ak Amerlon eS HefateA tieMwA, In& D.S.BaRkNatiosal Auomtlau ND gy IMTYO<m�(arnv Y SAID®1d®rDr+wr69d e.V g Is z Z welt® Tn18OF1TAtON6�NeA eAn11&I rrna0smemammm+o Amon 1.Snyder,Regional Y'tmPresident and 0 Manager Re11yM.Capes,Vloe Praldeot ADDRESS pp ADDRESS pYi Ca�tpanj US.BankNufoaal ACsacisttoaND. American RWm Travel ROW W OmpoI Smvlcw,Inc. Mall Code: EP-MN-26C 27475 Y=Road N349 200 Soulh 6a Street Temecula,G 92591 Mbawpola,MN 55402 Aim: Connect Scrvlea STATE OF CALL 1)RNIA AO9x.•FNAJa) CA Dgnrtmant of Ceram Services,Old.of Fled and Aunt MaeaPEnew APPROVFA a/4BseWsw.o DA]QFORUa Fr.,N4ad mpmalwrUr6min QI'aeml Jennifer Orumla,Imputy Deacon DEFT OF(icNEfiAI SrR'.'fi3:i 707I Wert S d Street CA 956 .LL Wet Saeemento,G 951fOS �j� Exhibit D Special Terms and Conditions I. AUDITS: Contractor shall be given written notice prior to any audits conducted by or on the behalf of State. Any records and supporting documentation requested in connection with an audit must solely pertain to this Agreement. Audits shall take place in a mutually agreeable location. 2. TIMELINESS: The parties agree that the Contractor shall be required to employ no more than generally accepted industry standards for the performance of the services. 3. LIMITATION OF LIABILITY: IN NO EVENT SHALL CONTRACTOR'S AGGREGATE LIABILITY FOR ANY CLAIMS,DAMAGES,LAWSUITS,LOSSES OR CAUSES OF ACTION ARISING UNDER OR RELATING TO THIS AGREEMENT(WHETHER IN CONTRACT,TORT,WARRANTY OR OTHERWISE)EXCEED THE COMBINED TOTAL AMOUNT OF ONE MILLION DOLLARS ($1,000,000.00)REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTION. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN,THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO AMOUNTS DUE AND OWING TO CONTRACTOR HEREUNDER FOR CHARGES AND AMOUNTS DUE AND OWING TO EITHER PARTY PURSUANT TO THE FINANCIAL APPENDIX,IF ANY. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT AS OTHERWISE EXPRESSLY PROHIBITED BY APPLICABLE LAW,NEITHER PARTY NOR TTS DIRECT OR INDIRECT SUBSIDIARIES,AFFILIATES,AGENTS,EMPLOYEES OR REPRESENTATIVES SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,SPECLAL, INCIDENTAL,CONSEQUENTIAL,PUNITIVE,OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING,WITHOUT LIMITATION,LOST REVENUES,LOSS OF PROFITS,OR LASS OF BUSINESS),ARISING FROM THIS AGREEMENT OR RELATING TO THE OBLIGATIONS HEREUNDER,EVEN IF ADVISED OF SUCH POTENTIAL DAMAGES. 4. PROGRAM MODIFICATTON: Contractor has the right to effect Program Modifications at any time upon notice to the State. A"Program Modification"means a change(a)in or to a benefit or feature or method of operation of any American Express Account approved for the State which change is generally and broadly applicable to the type of American Express account or(b)broadly applicable to the type of American Express Account established hereunder. The State agrees that any Program Modification by Contractor shall become effective if the State maintains or uses the American Express Accounts after the effective date specified in the notice,but in no circumstance shall the effective date be less than 60 days after the notice. The State may choose not to accept the Program Modifications by terminating this Agreement with notice to Contractor.No oral understanding or Agreement not incorporated in the Agreement is binding on any of the parties. "American Express Account(s)"means any charge accounts and charge cards issued by American Express to Company,its Affiliates and/or their respective Employees for the purposes of facilitating and expediting the purchase of and payment for goods and services acquired for legitimate business purposes. 5. USE OF ACCOUNTS: The State warrants and agrees that its policy shall limit the use of American Express Accounts to legitimate business purposes and that the State shall comply with such policy. In no event shall an American Express Account be used for any other purpose,including,but not limited to, personal,family or household purposes of any employee. The State shall notify in writing its employees of this business purpose restriction to ensure that the American Express Accounts are used only for the legitimate business purposes of the State and to preclude Unauthorized Use. "Unauthorized Use"is a use that(i)did not benefit either State or the Commercial Cardmember and(ii)was incurred by someone who is not the Commercial Cardmember or who did not have actual, implied or apparent authority to use the American Express Account. "Commercial Cardmembers"means State employees and participating governmental entities who are approved by American Express and are designated and authorized by the State to incur expenses on its behalf. THE REST OF THIS PAGE IS BLANK OPERATIONS COMMITTEE Meath,Date TOBd 0111 ,. 02/06/13 02/26/13 AGENDA REPORT Item Number Item Number 6 Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Nick Kanetis, Director of Engineering Project Manager: Jim Colston, Environmental Compliance Manager SUBJECT: REVISED RESOLUTION ON BIOSOLIDS RECYCLING GENERAL MANAGER'S RECOMMENDATION Adopt Board Resolution No. OCSD 13 - XX, revising the Biosolids Recycling Resolution and repealing Board Resolution No. OCSD 06-10. SUMMARY Staff recommends updating OCSD's Biosolids Recycling Resolution to align with OCSD's 5-Year Strategic Plan adopted on November 2012, and to reflect the current state and conditions impacting OCSD's biosolids management program. Since the 2006 update of the OCSD Board Resolution (OCSD 06-10) supporting biosolids recycling, OCSD has: ( Maintained a diversified biosolids management program. ( Changed its biosolids recycling level of service. ( Maintained and renewed its commitment to land application. ( Terminated the EnerTech long-range contract (energy option)for failure to perform. ( Anticipates a one-third reduction in biosolids produced by 2017 due to solids facilities' capital improvements (centrifuge technology creating dryer biosolids) and the Irvine Ranch Water District managing their own biosolids. The revised policy submitted for the Board's consideration reflects these changes mentioned above, including historic milestones, and adds commitments to: ( A sustainable biosolids program by maintaining a diversified portfolio of off-site biosolids management options with multiple biosolids contractors, markets, and facilities, while maintaining a 100% fail-safe back-up capacity. ( Strive to balance financial, environmental, and societal considerations when making biosolids decisions. Page 1 of 2 ( Utilize a biosolids management system to maintain a sustainable and publicly- supported biosolids program. ( Support researching and implementing ways to reduce the volume biosolids produced at the treatment plants. ( Support continuing to research biosolids benefits and potential safety concerns. ( Continue demonstrating biosolids compost onsite, but removes "encouraging our member agencies." Our biosolids contractor no longer has a local composting facility and products and services that match our member agencies' needs, so this program is no longer feasible. PRIOR COMMITTEE/BOARD ACTIONS May 2006 - Adopted Resolution No. OCSD 06-10, Revising the Biosolids Recycling Resolution and Repealing Board Resolution No. OCSD 02-18. September 2002 - Adopt Resolution No. OCSD 02-18, in Support of Biosolids Recycling, and Repealing Resolution No. OCSD 00-05. April 2000 - Adopt Resolution No. OCSD 00-05, Declaring Support for Biosolids Application, and Repealing Resolution No. OCSD 99-03. April 1999 - Adopt Resolution No. OCSD 99-03 Declaring Support for Biosolids Application. ADDITIONAL INFORMATION Attachments include the original 2006 Biosolids Recycling Resolution and the recommended revisions for 2013 version. CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE N/A ATTACHMENTS The following attachment(s)maybe viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: 1. Proposed Resolution No. OCSD 13-XX 2. Resolution No. OCSD 06-10 3. Resolution No. OCSD 02-18 JC:jb:gc Page 2 of 2 RESOLUTION NO. OCSD 13-XX A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE COUNTY SANITATION DISTRICT IN SUPPORT OF BIOSOLIDS RECYCLING AND REPEALING RESOLUTION NO. OCSD 06-10 WHEREAS, the Orange County Sanitation District ("District") produces biosolids at its two wastewater treatment plants; and WHEREAS, biosolids are the solid product of municipal wastewater processing which have been extensively and properly treated so that they may be safely recycled to amend soil directly, create composted soil amendments, produce energy, or other beneficial uses; and WHEREAS, the District promotes the recycling of biosolids in a manner that is safe, environmentally beneficial, and is sensitive to the needs of the communities involved; and WHEREAS, in 1993 the United States Environmental Protection Agency (EPA) established rules, which included a thorough health-risk assessment, regulating the treatment and use of biosolids (40 Code of Federal Regulations Part 503). These Regulations have since protected public health and the environment by ensuring the safe and beneficial recycling of biosolids when managed in accordance with the rules; and WHEREAS, decades of use, research, and regulatory review and oversight have demonstrated the benefits and safety of biosolids; and WHEREAS, the direct application of high-quality biosolids as a soil amendment is sustainable, safe, provides beneficial nutrients to the soil, sequesters significant amounts of carbon for a net carbon reduction, and is an environmentally- friendly alternative to — and reduces the need for — fossil-fuel intensive fertilizers, pesticides, and herbicides; and WHEREAS, the production of compost for agricultural, commercial, and residential markets is sustainable, safe, provides beneficial nutrients to the soil, is a local source of recycled nutrients, and is an environmentally-friendly alternative to — and reduces the need for—fossil-fuel intensive fertilizers, pesticides, and herbicides; and WHEREAS, the production of energy and other alternative products from biosolids can be sustainable, safe, and an environmentally-friendly option for utilizing the District's biosolids and ensuring continued diversity of the District's biosolids management options for sustainability; and WHEREAS, it is the law of the State of California that municipalities divert recyclable materials from disposal in landfills and may be required to divert even more in the future. The District also recognizes that limited (up to 100 tons per day) use of local landfills can provide benefits including enhancing methane gas recovery Page 1 of 4 at the landfill, providing an in-county biosolids management option, increasing the diversity of the District's biosolids management options, and adding another low-cost option during the District's peak biosolids production period (until 2017), thereby increasing the District's biosolids program sustainability; and WHEREAS, in order to promote a standard of excellence, the District maintains a Biosolids Management System and adheres to the principles of the National Biosolids Partnership's Code of Good Practice and best management practices of the California Water Environment Association's (CW EA) Manual of Good Practice for Agricultural Land Application of Biosolids; and WHEREAS, in order to maintain the highest-quality biosolids for beneficial use, the District maintains a comprehensive and award-winning Source Control program that includes permits, and in some cases onsite treatment, for categorized industries, along with best management practices and outreach programs for non- industrial discharges to prevent pollutants entering the District's plants. WHEREAS, reducing the volume of biosolids produced onsite, reduces impacts associated with managing biosolids offsite such as traffic and truck emissions; and WHEREAS, the District supports ongoing research regarding emerging biosolids-related questions including studies performed by the EPA, Water Environment Research Foundation, and the National Science Foundation to ensure the continued safety of biosolids recycling practices; and WHEREAS, by 2003 most agriculturally-based counties in south and central California placed restrictive ordinances or bans on farming with biosolids; therefore highlighting the criticality for strong biosolids management practices including a biosolids management system and proactive education and outreach; and WHEREAS, the 2003-2004 Orange County Grand Jury issued findings related to public concerns regarding farming with biosolids and recommended the District's continued participation in national surveys, research on emerging concerns, and incident trackers in order to demonstrate the District's ongoing commitment to protecting public health and address nuisances; and WHEREAS, the District commissioned a Long-Range Biosolids Management Plan that was completed in 2003 and included recommendations with the goal of a long-term sustainable biosolids program. The Plan recommended diversity and fail- safe back-ups as ways to prevent biosolids market failures and thereby maintain reliability, minimize costs, and reduce risks to the District. The Plan also valued using local (in-county) options to reduce environmental impacts associated with hauling greater distances, create a closed-loop system (solids generated, treated, and used in the same county — including costs and revenues), and accept social responsibility for our biosolids use to increase community acceptance at out-of-county biosolids facilities. The District continues to implement the recommendations of the Plan including maintaining a diverse program of biosolids management (multiple biosolids Page 2 of 4 contractors, markets, and facilities), maintaining fail-safe back-up capacity, and developing in-county facilities and markets. NOW, THEREFORE, the Board of Directors of Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE, AND ORDER: Section 1. The District is committed to a sustainable biosolids program. Section 2. The District is committed to diversifying its portfolio of offsite biosolids management options with multiple biosolids contractors, markets, facilities, and maintaining fail-safe back-up capacity at least 100% of its daily biosolids production. Section 3. The District declares its support of recycling biosolids. Section 4. The District strives to balance financial, environmental, and societal considerations when making biosolids decisions. Section 5. The District is committed to utilize a biosolids management system to maintain a sustainable and publicly supported biosolids program. Section 6. The District is committed to researching and implementing ways to reduce the volume of biosolids at the treatment plants to minimize the need for offsite management. Section 7. The District declares its support of continuing to research biosolids benefits and potential safety concerns. Section 8. The District demonstrates the benefits of biosolids compost by using it at the District's facilities. Section 9. Resolution No. OCSD 06-10 is hereby repealed. Section 10. This Resolution shall become effective immediately upon its adoption. Page 3 of 4 PASSED AND ADOPTED at a regular meeting of the Board of Directors held on the day of February 27, 2013. Troy Edgar, Chair ATTEST: Maria E. Ayala, Clerk of the Board Page 4 of 4 RESOLUTION NO. OCSD 06-10 A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE COUNTY SANITATION DISTRICT IN SUPPORT OF BIOSOLIDS RECYCLING AND REPEALING RESOLUTION NO. OCSD 02-18 WHEREAS, biosolids are the solid product of municipal wastewater processing which have been extensively and properly treated so that they may be safely recycled to amend soil, produce energy, create compost, or other beneficial uses, rather than take up limited landfill space in California; and WHEREAS, the Orange County Sanitation District ("District") produces biosolids at Its two wastewater treatment plants; and WHEREAS, the United States Environmental Protection Agency (EPA) has adopted detailed and scientifically sound rules regulating the production and use of biosolids [40 Code of Federal Regulations Part 503 (Part 503 Rule)]. These Regulations assure the safe and beneficial use of biosolids when properly managed in accordance with the rules; and WHEREAS, the District supports ongoing research regarding emerging biosolids-related questions including studies performed by the EPA, Water Environment Research Foundation, and the National Science Foundation to ensure the continued safety of biosolids recycling practices; and WHEREAS, In order to promote a standard of excellence and to assure for the proper oversight, the District commits to Implementing the biosolids management practices found In the California Water Environment Association's (CWEA) Manual of Good Practice for Agricultural Land Application of Biosolids and the National Biosolids Partnership's National Manual of Code of Good Practice for Biosolids, as a basis for its Biosolids Environmental Management System; and WHEREAS, the application of high quality biosolids on nonfood products is safe, provides beneficial nutrients to the soil when applied at agronomic rates, and is consistent with the environmental application of fertilizers, pesticides, and herbicides on agricultural lands; and WHEREAS, the production of energy products from biosolids is a safe and environmentally-friendly option for recycling District's biosolids and ensures continued diversity of the District's biosolids management options for continued sustainability; and WHEREAS, it is the law of the State of California that municipalities divert recyclable materials from disposal in landfills in order to achieve a 50% waste diversion by Year 2000 (Assembly BIII 939); and WHEREAS, in order to maintain the highest quality biosolids for beneficial use, the District maintains a comprehensive Industrial Waste Pretreatment and Source Control Program, which has received the United States Environmental Protection Agency's award for excellence; and WHEREAS, the District maintains a diverse program of biosolids management, including the application to nontable-food crop agricultural land in Southern California, consistent with the District's mission to protect public health and the environment through excellence in wastewater systems, WHEREAS, the District promotes the recycling of biosolids in a manner that is safe, environmentally beneficial, and is sensitive to the needs of the communities involved. NOW, THEREFORE, the Board of Directors of Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE, AND ORDER: Section 1. The District declares its full support for the recycling of biosolids. Section 2: The District will use on its site, and encourage its Member Agencies to use at their facilities, compost made using District biosolids. Section 3: The District supports the proper management and oversight of this practice in accordance with the United States Environmental Protection Agency's Part 503 Rule and the CWEA Manual of Good Practice. Section 4: Resolution No. OCSD 02-18 is hereby repealed. Section 5: This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED at a regular meeting of the Board of Directors held on the 24th day of May, 2006. " y .a ATTEST: Board Sec tary RESOLUTION NO. OCSD 02-18 A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE COUNTY SANITATION DISTRICT IN SUPPORT OF BIOSOLIDS RECYCLING AND REPEALING RESOLUTION NO. OCSD 00-05 WHEREAS, biosolids are the residual product of municipal wastewater processing which have been extensively and properly treated so that they may be safely recycled to amend soil rather than take up limited landfill space; and WHEREAS, the Orange County Sanitation District ("District") produces biosolids at its two wastewater treatment plants; and WHEREAS, the United States Environmental Protection Agency has adopted detailed and scientifically sound rules regulating the production and use of biosolids [40 Code of Federal Regulations Part 503 (Part 503 Rule)]. These Regulations assure the safe and beneficial use of biosolids when properly managed in accordance with the rules; and WHEREAS, the District supports and implements the biosolids management practices found in the California Water Environmental Association's ("CWEA") Manual of Good Practice for Agricultural Land Application of Biosolids, in order to promote a standard of excellence for applying biosolids to agricultural land, and to assure for the proper oversight of this practice; and WHEREAS, the application of high quality biosolids on nonfood products is safe, provides beneficial nutrients to the soil when applied at agronomic rates, and is consistent with the environmental application of fertilizers, pesticides, and herbicides on agricultural lands; and WHEREAS, it is the law of the State of California that municipalities divert recyclable materials from disposal in landfills in order to achieve a 50% waste diversion by Year 2000 (Assembly Bill 939); and WHEREAS, in order to maintain the highest quality biosolids for beneficial use, the District maintains a comprehensive Industrial Waste Pretreatment and Source Control Program, which has received the United States Environmental Protection Agency's award for excellence; and 1 WHEREAS, the District maintains a diverse program of biosolids management, including the application to nontable-food crop agricultural land in Southern California, consistent with the District's mission to protect public health and the environment through excellence in wastewater systems, WHEREAS, irrespective of the biosolids management option selected, the District commits to implementing the National Biosolids Partnership's Code of Good Practice as a basis for an Environmental Management System for its biosolids management program; and WHEREAS, the District desires to promote the continuance of the recycling of biosolids to nontable-food crop agricultural land in a manner that is safe, environmentally beneficial, and is sensitive to the needs of the communities involved. NOW, THEREFORE, the Board of Directors of Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE, AND ORDER: Section 1: The District declares its full support for the recycling of biosolids. Section 2: The District will use on its site, and encourage its Member Agencies to use at their facilities, compost made using District biosolids. Section 3: The District supports the proper management and oversight of this practice in accordance with the United States Environmental Protection Agency's Part 503 Rule and the CW EA Manual of Good Practice. Section 4: Resolution No. OCSD 00-05 is hereby repealed. Section 5: This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED at a regular meeting of the Board of Directors held on the 25th day of September, 2002. e OWair ATTEST: Board Stp retary Document2 .r •`�J' OPERATIONS COMMITTEE Meeting Date TOBd 0111 ,. 02/06/13 02/27/13 AGENDA REPORT Item Number Item Number 7 Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Nick Kanetis, Director of Engineering SUBJECT: TRICKLING FILTER PUMP REPAIRS AT PLANT NO. 2 GENERAL MANAGER'S RECOMMENDATION A. Approve a sole source agreement with J.F. Shea Construction, Inc. for an amount not to exceed $430,000 for the repair of trickling filter pumps at Plant No. 2; and, B. Approve a contingency of$43,000 (10%). SUMMARY The trickling filter facility at Plant No. 2 was part of the secondary treatment expansion program and added 60 million gallons a day of secondary treatment to Plant No. 2. The original construction cost was $179,676,980 and the Contractor was J.F. Shea Construction, Inc. The project was completed in August 2011 with a final construction cost of $180,769,811, which equates to 0.61% change orders. The project returned $3,032,000 in unused budget. After the facility had been in operation six months, failures of the seal water system on one of the pumps was discovered. At that time, staff considered the failure a construction warranty item and directed the Contractor to perform the repair. While the Contractor was making repairs to fix the pump, staff noticed that the remaining five pumps were beginning to show signs of similar seal water issues. Staff notified the Contractor that repairs to the remaining five pumps would be likely as well. During the repair of the pumps, it was determined by the Contractor and manufacturer that the quality of water in the seal water system did not meet the manufacturer's requirements and was likely the cause of failure. Staff, along with the Design Consultant and a specialty corrosion consultant, investigated the cause of the seal water failure. The cause was determined to be excessive corrosion within the internal portions of the pumps caused by the feed water chosen for the seal water system. The choice of feed water was staff's decision during the commissioning phase. Staff had selected the most cost-effective feed water, unaware of the negative consequences to the seal water system. Keeping this facility operational is critical to meeting the permit requirements for secondary standards. As the repairs are no longer considered a warranty item, staff must obtain immediate construction services to complete the repairs. J.F. Shea Construction, Inc. is in the best position as the original equipment installer to continue to Page 1 of 3 repair the remaining pumps in an expedited manner to keep the facility operational and meet permit requirements. Staff is requesting a sole source contract be issued to J. F. Shea Construction, Inc. for the cost to date on the repairs, as well as the cost to complete the repairs. Risk Management shall explore any opportunities to recover money under the Sanitation District's Equipment Breakdown Insurance. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The trickling filter pump station includes six pumps that feed primary effluent to the trickling filters. Each pump houses a 300 horsepower motor and is able to pump 36 million gallons a day. The pumps are a critical component to the facility and pump operability is required to comply with the EPA Consent Decree for secondary standards. The design incorporated two sources of feed water for the seal water system, reclaimed water and plant water. Reclaimed water is highly treated wastewater effluent and is purchased from other agencies. Plant water is chlorinated secondary effluent and a no cost water source. This facility was designed to make use of reclaimed water with a plant water back up. During commissioning of the facility, however, staff chose to use plant water as the primary feed source in an effort to save money, unaware of the negative consequences to the seal water system. J.F. Shea has spent $196,953 to date on the repairs. They estimate an additional $233,047 to complete the repairs. CEQA N/A BUDGET/ DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted. (Line item: Section 8, Page 111). Date of Aooroval Contract Amount Continaencv 02/27/13 $430,000 $43,000 (10%) Page 2 of 3 ATTACHMENT The following attachment(s)maybe viewed on-line at the OCSD website (Mm w.ocsd.com) with the complete agenda package: ( Sole Source Agreement, J.F. Shea Construction, Inc. (7 pages) KM:dm Page 3 of 3 SERVICE CONTRACT Specification No. THIS AGREEMENT is made and entered into as of the date fully executed below by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and Company Name with a principal business at address (hereinafter referred to as "Contractor") collectively referred to as the "Parties". RECITALS WHEREAS, OCSD desires to retain the Wices of Contractor "Services"; and WHEREAS, OCSD has chosen actor to conduct Services in accordance asi Resolution No. OCSD07-04; and , _ WHEREAS, on , 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 th omises and tuaenefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Contract and all exhibits hereto called the "Contract") is made by OCSD and Contractor. The Terms and Conditions herein exclusively govern the purchase of Services as described in the Scope of Work, attached hereto and incorporated herein by reference as Exhibit"A". 1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Exhibits to this Contract are as follows in order of precedence: Exhibit"A" Scope of Work Exhibit"B" Exhibit"C" Exhibit"D" 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects govern and control. 1.4 The provisions of this Contract may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.5 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. Orange County Sanitation District 1 of 7 Specification No. DRAFT CONTRACT DO NOT SUBMIT 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 The term "hours", when used in this Contract, shall be as defined in Exhibit 1.8 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.9 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 for this p ject shall not exceed the total amount of and 00/00 Dollars 3. Payments Payments shall be made upon approval by OCSD Project Manager, or his designee, of invoices submitted for milestone tasks completed as described in Exhibit "A". OCSD, at its sole discretion, shall be the determining party as to whether the tasks and deliverables for each milestone have been satisfactor&completed. 4. Invo' ` 4.1 OCSD hall pay within 30 dafs of completion and receipt and approval by OCSD Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Contractor shall not pay less than the prevailing wage, if applicable. Invoices shall include the Purchase Order Number. 4.2 Invoices shall be emailed by Contractor to OCSD at the following email address and the Purchase Order number shall be referenced in the subject line: APStaff(&,OCSD.com. 5. Audit Rights Contractor agrees that, during the term of this Contract and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 66�� Scope of Work Subject to the terms of this Contract, Contractor shall perform the Sirvices identified in Exhibit "A" and . Contractor shall perform said Services in accordance with generally accepted industry and professional standards. 7. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. 8. Contract Term The services provided under this Contract shall be completed within days from the date of notice to proceed. 9. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 10. Termination 10.1 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, (delivered by certified mail, return receipt requested) of intent to terminate. Upon receipt of a termination notice, Contractor shall immediately discontinue all work under this Contract (unless the notice directs otherwise). Orange County Sanitation District 2 of 7 Specification No. DRAFT CONTRACT DO NOT SUBMIT 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. 10.2 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. 10.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written notice to Contractor: O if Contractor becomes insolvent or files a petition un�the Bankruptcy Act; or O if Contractor sells its business; or O if Contractor breaches any of the terms of this Contract; or O if total amount of compensation exceeds the amount authorized under this Cor 10.4 All OCSD property in the possession or control of Contractor shall be returned b Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs St. 11. Forceffaieure Neither party shall be liable for delays caused by accident, floolpacts 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. 12. Safety and Human Resources Policies Cor4Wor shall adhere to the Safety and Human Resources Policies in [Exhibit "B" hereto or http://www.ocsewers.com/index.aspx?r)aqe=3§-o arent=139531. 13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "). Contractor shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. 14. Indemnification and Hold Harmless Provision Contractor agrees to save, indemnify, defend and hold harmless OCSD against any and all liability, claims, judgments, cost and demands, including demands arising from injuries or death of persons and damage to property, arising directly or indirectly out of the negligence or willful misconduct of Contractor, its employees or agents, in relation to the rendition of services pursuant to this Contract, except claims or litigations arising through the sole negligence or willful misconduct of OCSD. Contractor agrees to reimburse OCSD for any expenditure, including reasonable attorney's fees, OCSD may incur by reason of such matters, and, if requested by OCSD, will defend any such suits at the cost and expense of Contractor. Orange County Sanitation District 3 of 7 Specification No. DRAFT CONTRACT DO NOT SUBMIT 15. Warranty 15.1 Manufacturer's standard warranty shall apply. All manufacturer warranties will begin at date of completion of this Contract. 15.2 Contractor's warranty: If, within the 12-month period following completion of its Services, OCSD informs Contractor that any part of the Services fails to meet the standards required under this Contract, Contractor shall, within the time agreed to by OCSD and Contractor, take all such actions as are necessary to correct or complete the noted deficiency(ies). 16. 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. 17. Independent Contractor It is agreed that Contractor shall act and be an independent contractor and not an agent or employe of OCSD, and shall obtain no rights to any bene ' which accrue to OCSD'S employe. �_ 16. Limitations upon Subcontractin�d ASsInment Contractor shall not delegate a duties nor assign any rights under this Contract without the prior written consent of OCSD. An such attempted delegation or assignment shall be void. ++ 0 19. Licenses, Permits. Ordinances and Regulations Contractor represents and dlamants 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. _ 44, 20. Applicable Laws and Regulations Contractor%jyt comply with all applicable federal, stale, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold harmless from any and all damages and lia ties assessed against OCSD as a result of Contractor's noncompliance therewith. Any p nnission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. 21. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 22. Public Contracts Law 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. Contractor agrees that not less than said prevailing rates shall be paid to workers employed on this project as required by Labor Code Section 1774 of the State of California. 23. 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. Orange County Sanitation District 4 of 7 Specification No. DRAFT CONTRACT DO NOT SUBMIT 24. Dispute Resolution 24.1 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 Contract, 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. 24.2 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 itrator, and those two arbitrators shall select a third. Discovery may be conducted in connelem 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 enors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein.* 25. Breach The waiver of either party of any breach-* vltion 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. 26. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or reppdiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute goods or Services for those due from Contractor. In the event OCSD elects to "cover' as described in (3), OCSD shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods or Services and the contract price, together with any incidental or consequential damages. 27. Wryival The provisions of this Contract dealing with Payment, Warranty, and Forum for Enforcement, shall survive termination or expiration of this Contract. 28. 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. 29. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. 30. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. Orange County Sanitation District 5 of 7 Specification No. DRAFT CONTRACT DO NOT SUBMIT 31. 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. 32. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorneys fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 33. 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 emissi such as sandblasting, open field spray painting or demolition of asbestos containing compon� or structures, shall comply w' the appropriate rules and regulations of the SCAQMD. 34. Regulatory Requirements Contractor shall rperform 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, 255, 260, and 261, Title 22, 23, and California Water Codes Division 2. — `� 35. Read and Understo gning this Contract, Contra r s e has read and understood the terms a d conditions of the Contract. 36. 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. 37. Entire Agreement This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiatio s between the Parties with respect to the subject matter hereof. Orange County Sanitation District 6 of 7 Specification No. DRAFT CONTRACT DO NOT SUBMIT 38. Notices All notices under this Contract must be in writing. Written notice shall be sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Any facsimile notice must be followed within three (3) days by written notice. All notices shall be effective when first received at the following addresses: OCSD: Clarice M. Marcin Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: Comp . vklffp-r��� *I k IN WITNESS Parties hereto have hereunto set their hands the day and year indicated beloV , ORANGE COUNTY DISTRICT Dated: it Board of Directors Dated: Clerk of the Board Da By: Contracts/Purchasing Manager COMPANY Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 7 of 7 Specification No. DRAFT CONTRACT DO NOT SUBMIT OPERATIONS COMMITTEE WedngDate TOBd. DI,. OV06113 02/27/1of3 AGENDA REPORT Item Number Item Number B Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Nick Kanetis, Director of Engineering Project Manager: Umesh Murthy SUBJECT: SLUDGE DIGESTER REHABILITATION AT PLANT NO. 1, PROJECT NO. P1-100 GENERAL MANAGER'S RECOMMENDATION Approve a contingency increase of $1,340,000 (4%) to the construction contract with JR Filanc Construction Company for Sludge Digester Rehabilitation at Plant No.1, Project No. P1-100, for a total contingency of$4,020,000 (12%). SUMMARY This project provides for the rehabilitation of Digester Nos. 5-16 at Plant No. 1 for the replacement of aging equipment and improvement of solids handling capacity. Structural rehabilitation work includes replacement or repair of existing liners to concrete domes and repair of concrete reinforcement/cracks to digester walls and domes. Equipment rehabilitation includes sludge pumping, heating, structural supports, mechanical systems, and electrical and control systems. The project was awarded on February 24, 2010. Notice to Proceed was issued to the Contractor on March 30, 2010. There have been significant additional costs incurred on this project due to unknown conditions of the concrete walls and domes inside Digesters 7 and 8. The current project contingency is $2,680,000 (8%). The project has incurred roughly $2,400,000 of additional costs that corresponds to 89% of the approved contingency. The project is 50% complete and in order to be able to cover any further unexpected field conditions or interferences, staff has determined that the contingency budget of 8% is inadequate and requests an additional contingency of $1,340,000 (4%) for a total project contingency of$4,020,000 (12%). No increase to the project budget is being requested as the current project budget is sufficient to cover the requested additional change order contingency. Page 1 of 3 PRIOR COMMITTEE/BOARD ACTIONS February 2010 — Awarded a construction contract to JR Filanc Construction Company for Sludge Digester Rehabilitation at Plant No.1, Project No. 131-100, for an amount not to exceed $33,500,000 and approve a contingency of$2,680,000 (8%). ADDITIONAL INFORMATION P1-100 project includes rehabilitation of 12 digesters (Digesters 5-16) at Plant No. 1. These digesters were built between the years of 1959 and 1993 as shown in the table below. Digester Year Built 5 1959 6 1962 7 1964 8 1970 9 1978 10 1978 11 1993 12 1993 13 1993 14 1993 15 1993 16 1993 Rehabilitation work on the first pair of digesters (Digesters 7 and 8) started in April 2010. Due to the poor condition of the existing concrete, additional work was required to remove the existing liners, fix concrete cracks, and prepare the concrete surface for a new polyurethane coating. Staff expects Digesters 5, 6, 9, and 10 to have similar issues and will involve extra efforts to complete the rehabilitation work. However, Digesters 11-16 were built in the early 1990s and are expected to be in a better condition than the older digesters. Based on the lessons learned from Digesters 7 and 8, staff will: 1. Prior to starting work at any digester, obtain concrete samples and come up with a protocol to complete concrete rehabilitation work. 2. Perform change order work only for safety issues, operational issues, and critical structural issues. Based on the Design Consultant's recommendations, the Sanitation District may elect to defer long-term structural rehabilitation to a future project where replacement of the digester roofs may have a more favorable life- cycle cost. Page 2 of 3 Staff cannot determine the exact condition of the remaining digesters at this time because concrete core samples cannot be obtained while the digesters are in operation. In order to obtain concrete core samples, digesters have to be shut down, sludge inside the digester has to be removed, and gases released. CEQA This project was included in the Secondary Treatment and Plant Improvement Projects Subsequent Environmental Impact Report (SEIR) to the 1999 Strategic Plan Program EIR prepared by Environmental Science Associates and certified on May 25, 2005. A Notice of Determination was filed on May 26, 2005. ADDITIONAL INFORMATION This request for increase in the project contingency complies with authority levels of the Orange County Sanitation District's Delegation of Authority. This item has been budgeted (FY 2012-13 and FY 2013-14, Section 8, Page 10). Date of ADDroval Contract Amount Contingency 02/24/10 $33,500,000 $2,680,000 (8%) 02/27/13 $1,340,000 (4%) $4,020,000 (12%) JH:UM:dm:gc Page 3 of 3 OPERATIONS COMMITTEE Meeting Date TOBd 0111 r. 02/06/13 02/27/13 AGENDA REPORT Item Number Item Number 9 Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Nick Kanetis, Director of Engineering Project Manager: Jim Colston, Environmental Compliance Manager SUBJECT: RE-ESTABLISH BIOSOLIDS ACCOUNT POOL GENERAL MANAGER'S RECOMMENDATION A. Authorize staff to re-establish a Biosolids Account Pool utilizing a Blanket Purchase Order for the efficient management of all biosolids contracts (Tule Ranch, Synagro West, Inc., and Orange County Waste and Recycling) in one account to provide flexibility for unanticipated circumstances that may impact biosolids management, which may include events such as truck/driver shortages, poor weather conditions, regulatory constraints, unacceptable contractor performance, or contractor facility limitations; and B. Approve Blanket Purchase Order No. 104696-OB for an annual amount not to exceed $19,000,000 for biosolids management with Orange County Waste and Recycling, Tule Ranch, and Synagro West, Inc., which will replace Blanket Purchase Order No. 100760-OB; and C. Authorize staff to move funds within the Biosolids Account Pool from one contract to another, as deemed necessary, due to unanticipated circumstances. SUMMARY Staff is recommending that funds, which have been separately approved and allocated by the Board for Tule Ranch, Synagro West, Inc., and Orange County Waste and Recycling, be placed into one Blanket Purchase Order (also known as the "Biosolids Account Pool"). This will allow staff to move funds from one contract to another to effectively manage biosolids during unanticipated circumstances such as truck/driver shortages, poor weather conditions, regulatory constraints, unacceptable contractor performance, or contractor facility limitations. By placing the funds into the Biosolids Account Pool (BAP), staff can more effectively manage the Orange County Sanitation District's (OCSD) biosolids and avoid contract change orders. There is no additional cost associated with re-establishing the BAP under the established Tula Ranch Blanket Purchase Order. All costs will stay within the boundaries of the combined BAP limit, as well as the budget (whichever is lower). The BAP will contain $19,000,000, which covers the combined annual biosolids management costs for Tule Ranch, Synagro West Inc., and Orange County Waste and Page 1 of 3 905807.1 Recycling. Staff will continue to be transparent and keep the Board informed of all issues and significant changes related to the management of biosolids, including if/when an individual contract limit within the pool is expected to be exceeded or has been exceeded. PRIOR COMMITTEE/BOARD ACTIONS March 2000 - Authorized staff to: (1) reallocate funds for the biosolids management contracts with Pima Gro (Presently Synagro West, Inc.), Bio Gro, Tule Ranch, and the Yakima Company, into one account; and (2) move funds from one contract to another, as deemed necessary, due to unanticipated changes in climate, regulations, and contractor performance. November 2012 - Approved the Waste Disposal Agreement with the County of Orange (Orange County Waste and Recycling) in a total annual amount not to exceed $3,605,288. November 2012 - Approved Amendment No. 9 to Synagro West, Inc. Purchase Order No. 100760-OB, increasing the annual contract amount from $6,580,000 to $8,600,000 for the period of January 1, 2012 through December 31, 2012. Thereafter, the annual contract not-to-exceed amount will be $6,580,000. On August 2012 - Approved a contract with Tule Ranch in a total annual amount not to exceed $19,000,000. ADDITIONAL INFORMATION In March 2000, the Board approved the original BAP (Purchase Order # 100760-OB), which remained viable until recently. This BAP was an important tool for OCSD staff to efficiently manage the multiple biosolids contractors, to optimize the budget, and to reallocate loads to other biosolids contractors when needed. For example, in 2003 when Yakima was not conforming to La Paz County requirements, OCSD immediately pulled loads and reallocated loads to the other existing contractors, thereby limiting OCSD's potential risk exposure. Because the funds were pooled, staff did not have to delay transferring loads pending the amendment of the other contracts to permit the reallocation. Since the approval of the original BAP, OCSD experienced several major changes to its biosolids management program that left only Synagro in the original BAP: ( A new contract was awarded to Tule Ranch to manage a portion of OCSD's biosolids for land application (Purchase Order# 104696-OB); ( The EnerTech contract was terminated for failure to perform. Biosolids formerly managed by EnerTech are being sent to OCSD's other biosolids contractors, Synagro West, Inc. and Tule Ranch; Page 2 d 3 %5807.1 ( Previous contracts had already expired (e.g., Yakima and California Soil Products); ( Synagro was allocated additional loads when EnerTech was terminated. Because their contract limit is based on 2006 pricing, there were insufficient funds to cover the cost of the additional EnerTech loads. Tule Ranch has a new contract with updated pricing based on our 100%fail-safe value and does not have this issue; and ( A Waste Disposal Agreement with Orange County Waste and Recycling was approved by the Board to utilize the Prima Deshecha Landfill for biosolids disposal. These changes in OCSD's biosolids allocations between the biosolids management contractors prompted staff to recommend re-establishing the BAP to ensure continued flexibility, diversity, and sustainability of our biosolids management. CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE N/A JC:jb:gc Page 3 of 3 %5807.1