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HomeMy WebLinkAbout12-05-2012 Operations Committee Agenda Packet NOTICE OF MEETING OPERATIONS COMMITTEE ORANGE COUNTY SANITATION DISTRICT Engineering, Operations & Maintenance, and Facilities Support Services Wednesday, December 5. 2012 — 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 12/05/12 12119112" JANUARY DARK 01/23/13 02/06/13 02/27/13 03/06/13 03/27/13 04/03/13 04/24/13 05/01/13 05/22/13 O6/05/13 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" **Meeting will be held on the third Wednesday of the month. ROLL CALL OPERATIONS COMMITTEE Engineering, Operations & Maintenance, and Facilities Support Services Meeting Date: December 5, 2012 Time: 5:00 p.m. Adjourn: COMMITTEE MEMBERS (14) Tom Beamish Chair John Nielsen ice-Chair Bill Dalton Gail Eastman Michael Levitt Scott Nelson Joy Neu ebauer Steven Rosansk Don Schweitzer 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 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 Haynes Rob Thompson Orange County Sanitation District Wednesday, December 5, 2012 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. CONSENT CALENDAR: 1. Approve Minutes of November 7, 2012, Operations Committee meeting. 2. Recommend to the Board of Directors to: Approve a budget increase of$485,000 for Replacement of the Bitter Point Pump Station, Contract No. 5-49, for a total budget amount of$32,095,000. 3. Recommend to the Board of Directors to: Authorize the General Manager to negotiate a Professional Consultant Services Agreement with Atkins North America, Inc. for construction support services for Dover Drive Trunk Sewer Relief, Contract No. 5-63. 4. Recommend to the Board of Directors to: A. Approve a Professional Design Services Agreement with RMC Water and Environment to provide engineering design services for District 6 Trunk Sewer Relief, Project No. 6-17, for an amount not to exceed $576,541; and, B. Approve a contingency of$57,654 (10%). 12/05/12 Operations Committee Agenda Page 1 of 4 5. Recommend to the Board of Directors to: A. Receive and file Addendum to the Final Effluent Pump Station Annex and Collection System Odor and Corrosion Control Program Supplemental Environmental Impact Report (SEIR) for project modifications to the Collection System Odor and Corrosion Control Program; and, B. Approve an amendment to the existing lease, a two year (24-month) real property lease and subterranean license agreement, with Brea Imperial Inc. and RV Storage Depot Brea to allow mobilization of chemical dosing equipment and injection of chemicals at 1225 West Imperial Highway in Brea for an amount of $2,575 per month for 2013 and an amount of $2,652.25 per month for 2014, in a form approved by General Counsel, with an option to extend for up to two additional years with up to a three percent price escalation per year beginning December 31, 2012 and ending December 31, 2014. 6. Recommend to the Board of Directors to: A. Authorize the purchase of a new tour bus from Creative Bus Sales, for a total not to exceed $119,991, in accordance with Resolution No. OCSD 07-04, Section 3.08: Cooperative Procurement; and B. Approve a contingency of$12,000 (10%). 7. Recommend to the Board of Directors to: Ratify Change Order No. 3 to Plant 2 Digester "0" Liner Repair Project, Specification No. FR-2010-45513D, with J.R. Filanc Construction Company (Filanc) authorizing an addition of $39,873 and 91 days, increasing the total contract amount to $1,142,986 and extending the contract completion to November 30, 2012. 8. Recommend to the Board of Directors to: A. Approve a contingency increase of $32,200 (17%) to the Professional Design Services Agreement with HH Framer Architecture Inc. for Operations Center Entrance and Building Repairs, Project No. J-122, for a total contingency of$60,370 (32%); and, B. Approve a budget increase of $164,200 for Operations Center Entrance and Building Repairs, Project No. J-122, for a total budget amount of $2,489,200. 12/05/12 Operations Committee Agenda Page 2 of 4 9. Recommend to the Board of Directors to: A. Award a contract to the lowest responsive and responsible bidder, Danny Letner DBA Letner Roofing Company, for Plant 1 Roof Replacement Job No. FR11-028 and Plant 2 Roof Replacement Job No. FR11-027, for a total amount not to exceed $472,500 and, B. Approve a contingency of$141,750 (30%). 10. Recommend to the Board of Directors to: Approve a contingency increase of $568,296 (10%) to the Professional Design Services Agreement with Brown and Caldwell for Sludge Dewatering and Odor Control at Plant No. 2, Project No. P2-92, for a total contingency of $1,136,592 (20%). 11. Authorize the Sole Source Purchase of DeZURIK Valves and Operators for the maintenance repair of"M" Digester for an amount not to exceed $138,500. 12. Recommend to the Board of Directors to: A. Adopt Resolution No. OCSD 12- XX, to Amend Section 4.09 Request for Proposal Procedure of Resolution No. OCSD 07-04 entitled "Establishing Policies And Procedures For: The Award Of Purchase Orders And Contracts; Public Works Project Contracts; Professional Services Contracts; And Delegation Of Authority To Implement Said Policies And Procedures" B. Authorize the General Manager to initiate a request for proposal process and recommend multiple-supplier contract awards for the purchase of ferric chloride (Specification No. C-2013-55313D), for the period of July 1, 2013 through June 30, 2014, with four one-year renewal options. INFORMATIONAL ITEMS 13. Sludge Dewatering and Odor Control at Plant No. 2, Project No. P2-92 DEPARTMENT HEAD REPORTS: Ocean Monitoring During Use of Short Outfall 12/05/12 Operations Committee Agenda Page 3 of 4 OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: The next Operations Committee meeting is scheduled for Wednesday, February 6, 2013, at 5:00 p.m. Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714)593-7130 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 mavalaaocsd.mm For any questions on the agenda,Committee members may contact staff at: General Manager Jim Ruth (714)593-7110 iruth0ocsd.com Assistant General Manager Bob Ghirelli (714)593-7400 rohirelliamsd.com Assistant General Manager Jim Hari (714)593-7300 iherbero(a)oosd.com Director of Facility Support Services Nick Arhontes (714)593-7210 narhontesColocsd.com Director of Operations&Maintenance Ed Tortes 714 593-7080 etorres ocsd.com 12/05/12 Operations Committee Agenda Page 4 of 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. MINUTES OF THE OPERATIONS COMMITTEE Engineering, Operations & Maintenance, and Facilities Support Services Orange County Sanitation District A regular meeting of the Operations Committee of the Orange County Sanitation District was held on November 7, 2012, at 5:00 p.m. in the District's Administrative Office. A quorum was declared present, as follows: Operations Directors Present: Staff Present: Tom Beamish, Chair Jim Ruth, General Manager Bill Dalton Bob Ghirelli, Assistant General Manager Gail Eastman Jim Herberg, Assistant General Manager Michael Levitt Nick Arhontes, Director of Facilities Support Scott Nelson Services Joy Neugebauer Jeff Reed, Director, Human Resources Steven Rosansky Ed Torres, Director of Operations & Maintenance Don Schweitzer Lorenzo Tyner, Director of Finance & Greg Sebourn Administrative Services David Shawver Dean Fisher, Engineering Manager Fred Smith Rob Thompson, Engineering Manager John Anderson, Board Vice Chair Others Present: Operations Directors Absent: Brad Hogin, General Counsel John Nielsen, Vice Chair Tram Tran, General Counsel Troy Edgar, Board Chair PUBLIC COMMENTS: Mark Wippler(Bio-Solids Remediation Corp) Mr. Wippler introduced his company to the Committee and staff. He announced he would speak with staff on potentially working together in the future. Chair Beamish announced that the other public comment requests would be heard at the time the items, to which they were speaking to, would be considered. REPORT OF COMMITTEE CHAIR: Chair Beamish did not give a report. 11/07/12 Operations CommRtee Minutes Page 1 of 6 REPORT OF GENERAL MANAGER: General Manager, Jim Ruth, did not give a report. DEPARTMENT HEAD REPORT: Wastewater 101: Solids Processing Jim Herberg, Assistant General Manager, gave a PowerPoint presentation on the various stages involved in treating waste water and processing the solids. CONSENT CALENDAR: 1. MOVED, SECONDED, and DULY CARRIED: Approve Minutes of October 3, 2012, Operations Committee meeting. 2. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: A. Approve a Professional Design Services Agreement with Brown and Caldwell for Santa Ana Trunk Sewer Rehabilitation, Project No. 1-17, providing for engineering design services for an amount not to exceed $457,475; and, B. Approve a contingency of$45,747 (10%). 3. Agenda Item 3 was pulled to Non Consent. 4. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: A. Award a construction contract to the lowest responsive and responsible bidder, Century Paving, Inc., for Plant 1 Asphalt Replacement Job No. FR11-025 and Plant 2 Asphalt Replacement Job No. FR11-026, for a total amount not to exceed $448,309; and, B. Approve a contingency of$89,661 (20%). 09/OW12 Operations CommRtee Minutes Page 2 of 6 5. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: A. Approve a budget increase of $614,000, for a total project budget of $930,000; B. Approve a Professional Services Agreement with Arcadis U.S., Inc., for Phase 2 Facility-Wide Safety Assessment, Project No. SP-145-1, providing for services for an amount not to exceed $686,400; and, C. Approve a contingency of$68,640 (10%). 6. A. MOVED, SECONDED, and DULY CARRIED: Authorize the General Manager to competitively bid and subsequently award a contract to the lowest responsive and responsible bidder, for the SA-11 Wintersburg Channel Siphon Vent Replacement Project No. FR11-017, for an amount not to exceed $170,000; and B. Approve a contingency of$34,000 (20%). NON-CONSENT: 3. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: A. MOVED, SECONDED, and DULY CARRIED: Adopt Resolution No. OCSD 12-XX, certifying the Notice of Exemption for the Orangthorpe Avenue Grade Separation Project, Finding that the Lead Agency CEQA Compliance Obligations have been Fulfilled, and Related Actions (Project No. 2-77); and, B. Approve a Reimbursement Agreement with the Orange County Transportation Authority for an amount not to exceed $3,000,000, in a form approved by General Counsel. 7. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: Approve a Waste Disposal Agreement with the County of Orange (Orange County Waste and Recycling) for the County to receive and dispose of the Orange County Sanitation District's biosolids at the Prima Deshecha Landfill, subject to available capacity, for the period commencing on December 1, 2012 through June 30, 2020, with a renewal option of 10-years in a total annual amount not to exceed $3,605,288. 09/OW12 Operations CommRtee Minutes Page 3 of 6 8. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: Authorize Amendment No. 9 to Synagro West, Inc. (Synagro), Purchase Order No. 100760-OB, increasing the annual amount from $6,580,000 to an amount not to exceed (NTE) $8,600,000 for the period of January 1, 2012 through December 31, 2012 for the Orange County Sanitation District's biosolids management contract. Thereafter, the NTE will be $6,580,000 $6,850,000. The Clerk of the Board announced the correction in the last figure to be $6,850,000. Jim Colston presented additional information on agenda items 7 and 8 individually. Jim Herberg provided additional information on agenda item 9. He also answered various questions from the Board. At this point, the Chair announced that the Committee would hear the public comments on agenda item 9 and that Closed Session would immediately follow. After convening from Closed Session, the Committee would take action on agenda item 9. PUBLIC COMMENT: Ron Winters (Girrlich Mitchell) Mr. Winters spoke about his company bidding on a recent item regarding cake pumps and his concerns about the Sanitation District's sole source agreements. Randall Finch (Balfour Beatty) Mr. Beatty distributed a document to the Committee on Balfour Beatty's concerns over the P1-101 item on the agenda and concerns over the awarding of the contract. CLOSED SESSION CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS: 54956.9(b) The Committee convened in closed session at 5:49 p.m. to discuss one item. Confidential Minutes of the closed Session have been prepared in accordance with the above Government Code Sections and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Meetings. RECONVENE IN REGULAR SESSION: The Committee reconvened in regular session at 6:19 p.m. 09IM12 Operations CommRtee Minutes Page 4 of 6 CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: None. 9. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: A. Approve Plans and Specifications for Sludge Dewatering and Odor Control at Plant No. 1, Project No. P1-101, on file at the office of the Clerk of the Board; B. Approve Addendum Nos. 1 through 6 to the plans and specifications; C. Receive and file bid tabulation and recommendation; D. Receive and file Award Protest dated October 5, 2012 and Supplemental Award Protest dated October 12, 2012 from Balfour Beatty Infrastructure, Inc. concerning the award to W. M. Lyles Company; E. Receive and file response letter dated October 11, 2012, from W.M. Lyles Company to Award Protest from Balfour Beatty Infrastructure, Inc.; F. Receive and file Orange County Sanitation District Final Disposition letters dated October 15, 2012 and October 31, 2012 to Balfour Beatty Infrastructure, Inc. responding to the Award Protest; G. Deny Award Protest filed by Balfour Beatty Infrastructure, Inc.; H. Receive and File Award Protest from Moyno, Inc. dated August 23, 2012, alleging that the sole source designation of Seepex for cake pumps was improper; I. Receive and file Orange County Sanitation District Final Disposition letter dated October 4, 2012 to Moyno, Inc., responding to Award Protest; J. Reject untimely Award Protest filed by Moyno, Inc.; K. Approve a budget increase of $24,708,300 for Sludge Dewatering and Odor Control at Plant No. 1, Project No. P1-101 for a total amount not to exceed $171,978,300; L. Award a construction contract to W.M. Lyles Company for Sludge Dewatering and Odor Control at Plant No. 1, Project No. P1-101, for a total amount not to exceed $126,908,300; and, M. Approve a contingency of $3,800,000 (3%). 09ID5112 Operations CommRtee Minutes Page 5 of 6 OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Director Shawver asked staff to look into a transition plan for properties that have septic tanks instead of sewers. Chair Beamish congratulated Directors Neugebauer and Nelson on their reelection. ADJOURNMENT: Committee Chair Beamish declared the meeting adjourned at 6:23 p.m. Submitted by: Maria E. Ayala Clerk of the Board 09IM12 Opeations CommRtee Minutes Page 6&6 OPERATIONS COMMITTEE Meeting Date Toaa.orDi,. 1V05/12 12/19/12 AGENDA REPORT Item 2 bar Item Number Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Jim Herberg, Assistant General Manager Project Manager: Martin Dix SUBJECT: REPLACEMENT OF THE BITTER POINT PUMP STATION, CONTRACT NO. 549 GENERAL MANAGER'S RECOMMENDATION Approve a budget increase of $485,000 for Replacement of the Bitter Point Pump Station, Contract No. 5-49, for a total budget amount of$32,095,000. SUMMARY This project replaces the existing 70-year-old Bitter Point Pump Station with a new pump station on West Coast Highway in Newport Beach. All construction activities are complete and the new pump station is operational. Final Acceptance was declared on October 19, 2012, and the project is currently in closeout. This budget request is to cover the additional time spent by the Orange County Sanitation District (Sanitation District) staff to resolve the problems that occurred during the construction and commissioning of the pump station; the labor budget was overrun by $447,000. Inspection labor made up the majority of the budget overrun while support for project management and engineering made up the remaining. In 2010, the project budget was reduced by $4,463,000 due to favorable construction bids. Over the last two years, the project budget was further reduced by $476,000 because the construction change order percentage was low, the project was on schedule, and the known risks were small. However, to prevent costly delays to another Sanitation District project, Project No. 132-66, Headworks Improvement at Plant No. 2, the Sanitation District took beneficial occupancy of the Bitter Point Pump Station on March 28, 2012 during the middle of Contractor's commissioning phase. As a consequence of taking beneficial occupancy early, before the station was fully commissioned and deemed reliable, trained inspection staff was needed at the station 7 days a week, 24 hours per day, to prevent a possible sewage spill. As a result of staff action, costly delays to P2-66 were avoided without incident. To cover the Sanitation District labor budget overrun that incurred during construction and commissioning, and any further unexpected conditions during closeout, staff is requesting a $485,000 budget increase which includes $50,000 to be held in reserve as project contingency. Page 1 of 2 PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The Bitter Point Pump Station project's budget has been reduced by nearly $5 million since the start of the construction due to favorable bid environment and low project risk. The recent budget overrun was necessary to mitigate risks and a potential delay to another project with greater consequences of delay. The decision to take beneficial occupancy of the Bitter Point Pump Station early allowed P2-66 to demolish the old headworks and avoid potential Contractor delay. CEQA The Mitigated Negative Declaration for the Replacement of Bitter Point Pump Station, Contract No. 549, was certified by the Sanitation District's Board of Directors on March 26, 2003. The Notice of Determination was filed with the State Clearinghouse on March 28, 2003. BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request for increase in the project budget complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted (FY2012-13 Section 8, Page 27), but the budget is insufficient for the recommended action. These funds will be offset by reductions within the CIP Budget. Date of Approval Contract Amount Continuencv N/A N/A N/A JH:MD:dm:gc Page 2 of 2 OPERATIONS COMMITTEE Meeting Date TOBd.of Dir. 12/05/12 12/19/12 AGENDA REPORT Item Item Number B Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Jim Herberg, Assistant General Manager CIP Project Manager: Hardat Khublall SUBJECT: DOVER DRIVE TRUNK SEWER RELIEF, CONTRACT NO. 5-63 GENERAL MANAGER'S RECOMMENDATION Authorize the General Manager to negotiate a Professional Consultant Services Agreement with Atkins North America, Inc. (Atkins) for construction support services for Dover Drive Trunk Sewer Relief, Contract No. 5-63. SUMMARY The Dover Drive Trunk Sewer Relief, Contract No. 5-63, provides for the increase in the hydraulic capacity of approximately 7,500 feet of existing sewer lines located along Dover Drive, between Irvine Avenue and Pacific Coast Highway, in the City of Newport Beach. Atkins, formerly PBS&J, was awarded the design contract to design the trunk sewer. Atkins has satisfactorily furnished engineering services for the design of Contract No. 5-63 and their engineering support services during construction are needed to provide continuity through the completion of the project. The proposed construction services will include reviewing submittals, answering Contractors' Requests for Information, reviewing design changes, claims avoidance and dispute resolution assistance, final inspection, preparing record drawings, and closeout of the project. This Professional Consultant Services Agreement will be presented to the Board of Directors for approval at a future meeting. PRIOR COMMITTEE/BOARD ACTIONS September 2008 — Approved Professional Design Services Agreement with PBS&J for Dover Drive Trunk Sewer Relief, Contract No. 5-63, providing for engineering design services for an amount not to exceed $956,431 and approve a contingency of $95,643 (10%). ADDITIONAL INFORMATION None. Page 1 of 2 CEQA This project was included in the June 2007 Collections, Programmatic Environmental Impact Report, was certified on August 22, 2007 and a Notice of Determination was filed on August 23, 2007. BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted (FY2012-13 Section S, Page 31) and the budget is sufficient for the recommended action. Date of Approval Contract Amount Contingency N/A N/A N/A HK:dm Page 2 of 2 OPERATIONS COMMITTEE Meeting Date To Bd.of Dir. 12/05112 1"'1 2 AGENDA REPORT Item Number barnNumber 4 Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Jim Herberg, Assistant General Manager CIP Project Manager: Eros Yong SUBJECT: DISTRICT 6 TRUNK SEWER RELIEF, PROJECT NO. 6-17 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Design Services Agreement with RMC Water and Environment to provide engineering design services for District 6 Trunk Sewer Relief, Project No. 6-17, for an amount not to exceed $576,541; and, B. Approve a contingency of$57,654 (10%). SUMMARY The purpose of this project is to increase the wet weather capacity of the District 6 Trunk, extend the life of the sewer by 30 years, and to provide safe access to the manholes. The District 6 Trunk serves the cities of Costa Mesa and Newport Beach. The existing 3,700-foot long sewer ranges from 12 to 18 inches in diameter and extends along Pomona Avenue in Costa Mesa, and along Newport Boulevard to Pacific Coast Highway in Newport Beach. The District 6 trunk sewer was built by the Orange County Sanitation District (Sanitation District) in the early 1950s and is approximately 60 years old. The Sanitation District's 2006 Strategic Plan Update and 2009 Facilities Master Plan both identify this sewer as at risk of a sanitary sewer overflow during a 10-year model storm event and is in need of capacity upgrades. A 2006 survey performed on the project's sewer pipes identified portions of the pipe in need of rehabilitation in addition to capacity upgrades. The proposed Professional Design Services Agreement includes the preparation of a Preliminary Design Report and Final Design, which includes the preparation of construction documents (plans and specifications). The Sanitation District advertised a Request for Proposal (RFP) and seven proposals were received. Based on the overall qualifications and expertise, staff recommends awarding a PDSA to RMC Water and Environment (RMC) for an amount not to exceed $576,541. PRIOR COMMITTEE/BOARD ACTIONS None. Page 1 of 4 ADDITIONAL INFORMATION Project Scope of Work: This project will provide an engineered solution to increase the wet weather capacity and extend the life of the District 6 sewer. A hydraulic model using specific site information will be used to determine the proper sizing of the new pipe. Different pipe replacement and rehabilitation technologies and approaches will be evaluated using various criteria such as cost, construction duration, construction impact to residents and local businesses, permitting, sewer bypass requirements, odor control requirements, geotechnical condition, stormwater risk, etc. Request for Proposal (RFP): 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 Scope of Work and criteria required for this project was advertised on August 7, 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, seven proposals were received on September 18, 2012. A Staff Evaluation/Screening Committee consisting of five representatives from Engineering and Facilities Support Services 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 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 seven Consultant firms were ranked according to the score achieved. The Evaluation Committee selected the top four firms to continue in the selection process for further evaluation. Atkins, Psomas, RMC, and Tetra Tech were the top ranking firms, and the Evaluation Committee conducted interviews with each of the top four firms to meet the proposed key team members and further evaluate the firms' proposals. Pursuant to the results of the interview, the Evaluation Committee selected RMC as the top-ranked firm as shown in Table 1. Page 2 of 4 TABLE 1 PROPOSAL EVALUATION* Consultant RMC Psomas Tetra Tech Atkins Evaluator Rank Rank Rank Rank Reviewer A 1 2 4 3 Reviewer B 1 2 3 4 Reviewer C 1 3 2 4 Reviewer D 1 2 3 4 Reviewer E 1 2 3 4 Average Ranking 1 2.2 3 3.8 Overall Ranking 1 2 3 4 Proposal Fee 692,283 540,647 387,058 789,768 Negotiated Fee 576,541 --Proposal 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 RMC to clarify the requirements of the Scope of Work and to establish the final negotiated fee. During these meetings, 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, total labor hours, and labor-hour distribution by task as related to the work items, labor overhead rates, and profit calculations. These elements were compared to the budgeted amounts, the independent fee estimate prepared by Staff, RFP requirements, industry standards, historical data, and Sanitation District Guidelines. As a result of these meetings, the proposal fee was decreased to $576,541, which is higher than the second and third ranked proposers submitted by Psomas and Tetra Tech respectively. Compared to these two firms, RMC's proposed project team is comprised of better qualified experts in the fields of hydraulic modeling, piping rehabilitation, and replacement methods, including pipe bursting and other trenchless technologies. RMC's proposal includes more elements to reduce risks during construction including a more thorough evaluation of rehabilitation and replacement technologies and increased QA/QC effort. Staff believes that using the approach as proposed by RMC will significantly reduce potential change orders, delays, and community impacts during construction. Page 3 of 4 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 RMC for an amount not to exceed $576,541. CEQA The project was included in the Program Draft Environmental Impact Report (DEIR) on Collection System Improvement Plan dated March 2007. An Addendum or Mitigated Negative Declaration to CEQA documents may be needed for the project. This work is included in the final negotiated contract. 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 8) and the project budget is sufficient for the recommended action. Date of Approval Contract Amount Contingency 12/19/12 $576,541 $57,654 (10%) ATTACHMENT The following affachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package and attachments: • Sample OCSD Professional Design Services Agreement (38 pages) JH:EY:dm:gc Page 4 of 4 ATTACHMENT "H" SAMPLE PDSA and PCSA AGREEMENTS ATTACHMENT "H" SAMPLE PDSA AGREEMENT PROFESSIONAL DESIGN SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the day of «Month», «Year» by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and aConsultantCompanyi, for purposes of this Agreement hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT for eProjectTitlea, aProfe—ctroa; and to provide Design services for aProjectDescription» and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select a CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on «BoardMeetingDate» the Board of Directors, by Minute Order, accepted the recommendation of the aOperationsCommittee» to approve this Agreement between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK. CONSULTANT agrees to furnish necessary professional and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as Attachment"A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications, and other services furnished by the CONSULTANT under this Agreement, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the standards of best engineering practice for clarity, uniformity, and completeness. CONSULTANT shall respond to all comments, suggestions, and recommendations on the SANITATION DISTRICT's review comment sheets (i.e. DS1, DS2 and DS3). All comments shall be incorporated into the design prior to the next submittal deadline or addressed, in writing, as to why the comment has not been PDSA aJobNo. Revised 11/18/10 Page 1 of 19 incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that work is not performed to the satisfaction of the SANITATION DISTRICT and does not conform to the requirements of this agreement or any applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All CAD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CAD work from any other non-standard CAD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of Mber_Of_Dayu days during which the SANITATION DISTRICT shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANITATION DISTRICT. E. The CONSULTANT shall ensure that all plans and specifications prepared, or recommended under this Agreement allow for competitive bidding. The CONSULTANT shall design such plans or specifications so that procurement of services, labor or materials are not available from only one source, and shall not design plans and specifications around a single or specific product, piece of major equipment or machinery, a specific patented design or a proprietary process, unless required by principles of sound engineering practice and supported by a written justification that has been approved in writing by the SANITATION DISTRICT. The CONSULTANT shall submit this written justification to the SANITATION DISTRICT prior to beginning work on such plans and specifications. Whenever the CONSULTANT recommends a specific product or equipment for competitive procurement, such recommendation shall include at least two brand names of products that are capable of meeting the functional requirements applicable to the project. F. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision PDSA aJobNo. Revised 11/18/10 Page 2 of 19 does not apply to information that(a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 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 CONSULTANT for services in accordance with the following provisions: A. Total Compensation. Total compensation shall be in an amount not to exceed iGrandTotalDesignServicesDollar_WrittenAmouri Dollars ($aGrandTotalDesignSewicesDollar))). Total compensation to CONSULTANT including burdened labor(salaries plus benefits), overhead, profit, direct costs, and subconsultant(s)fees and costs shall not exceed the sum set forth herein, broken down as follows: DESIGN SERVICES INCLUDING: ` CONSULTANT: Consultant Name» Raw Labor $ «RawLabofDollar» Fringe Rate xFringeRatePcnt» % $ aFrinceRateDollar» (%x Raw Labor) Burdened labor $ aBurdenLaborpollar» (Raw Labor+Fringe Rate) Overhead aOverheadlacnt» % $ «OverheadDollaro (%x Burden Labor) Subtotal $ sLaborpol (Burden Labor+Overhead) Profit aProfitPcnt» % $ aProfitDollarvar» (%x Subtotal) Total Direct Costs, not to exceed $ eDirectCostsDollar» TOTAL—CONSULTANT Consulting Services, not to exceed $ «ConsultantTotalDollaor PDSA eJobNoa Revised 11/18/10 Page 3 of 19 Subconsultant"A": �_Namen Raw Labor $ aSubARawLaborpollan, Fringe Rate 'aSubAFringeRatePcnt» % $ aSubAFnngeRateDollam (%x Raw Labor) Burdened labor $ aSubABurdenLaborpollam (Raw Labor+Fringe Rate) Overhead aSubAOverheadPcnbr % $ aSubAOverheadDollar» (%x Burden Labor) Subtotal $ aSubALaborpollam (Burden Labor+Overhead) Profit aSubAProfitPcnl» % $ (SubAProfitDollar» (%x Subtotal) Total Direct Costs, not to exceed $ aSubADirectCosts» TOTAL—Subconsultant "A" Consulting Services, not to exceed $aSubATotalDollar» Subconsultant"B": ASubB—Name4 Ax Raw Labor $ (SubBRawLaborpollarn Fringe Rate aSubBFringeRatePcnb % $ aSubBFnngeRateDollare (%x Raw Labor) Burdened labor $ eSubMurdenLaborpollam (Raw Labor+Fringe Rate) Overhead aSubBOverheadPcnt�% $ aSubBOverheadDollar» (%x Burden Labor) Subtotal $aSubBLaborpollar» (Burden Labor+Overhead) Profit WBProfitPcnt» % $eSubBProfitDollarn (%x Subtotal) Total Direct Costs, not to exceed $ aSubBDirectCosts» TOTAL—Subconsultant'B"Consulting Services, not to exceed $ aSubBTotalDollar» PDSA aJobNox Revised 11/18/10 Page 4 of 19 Subconsultant"C": _Name» Raw Labor $ «SubCRaWLaborpollaw Fringe Rate aSubCFringeRatePcnt» % $ oSubCFnngeRateDollaru (%x Raw Labor) Burdened labor $ aSubCBurdenLaborD011arN (Raw Labor+Fringe Rate) Overhead «SubCOverheadPcnt» % $ «SubCOverheadDollarn (%x Burden Labor) Subtotal $ ,SubCLaborpollaru (Burden Labor+Overhead) Profit«SubCProfitPcnb % $ «SubCProfitDollaro (%x Subtotal) Total Direct Costs, not to exceed $ «SubCDirectCosts» TOTAL-Subconsultant"C"Consulting Services, not to exceed $«SubCTotalDollar» Subconsultants under$100,000: Subconsultant 1 �� $ «Subi TotalDollar>> Subconsultant 2 $ «Sub2TotalDollar. Subconsultant 3 $ «Sub3TotaIDoIIarn Subconsultant 4 $ «Sub4TotalDollar. Subconsultant 5 $ «Sub5TotaIDoIIarn TOTAL-Subconsultants under$100,000 $«SubsUnder100,000TotaIDoIIan> GRAND TOTAL for Design Services, not to exceed $ aGrandTotalDesianservicesDollar» For any Subwnsultant 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 $100,000, CONSULTANT may pay to Subconsultant, total compensation on an hourly-rate basis per attached schedule. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges, in an PDSA eJobNoa Revised 11/18/10 Page 5 of 19 amount not to exceed «SubsUnderl 00,000TotalDollar_WrittenAmount» Dollars ($e Su bsU nd erl 00,000Total Dol la re). Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. B. Labor. As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits)actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Monthly Invoice. CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in Section 5, Payment, of this Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 12 Audit Provisions. D. Overhead. As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT for overhead at a rate equal to eOverheadPcntn % of burdened labor paid by CONSULTANT pursuant to Compensation 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 eSubBOverheadPcntn % of burdened labor as in Compensation Section hereof. The SANITATION DISTRICT shall compensate Subconsultant"C"for overhead at a rate equal to eSubMverheadPcnta % 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 eProfitDollar_WrittenAmount» Dollars ($eProfitDollam)for all services rendered by CONSULTANT for this project. PDSA eJobNog Revised 11/18/10 Page 6 of 19 The SANITATION DISTRICT shall pay a profit of eSubAProfitDollar_WrittenAmounb> Dollars ($«SubAProfitDollarn)for all services rendered by Subconsultant A for this project. The SANITATION DISTRICT shall pay a profit of eSubBProfitDollar_WrittenAmountn Dollars ($«SubBProfitDollar»)for all services rendered by Subconsultant B for this project. The SANITATION DISTRICT shall pay a profit of <<SubCProfltDollar_WrittenAmount» Dollars ($eSubCProfitDollar»)for all services rendered by Subconsultant C for this project. F. Subconsultants. For any Subconsultant whose fees are greater than or equal to $100,000, CONSULTANT shall pay to Subconsultant total compensation in accordance with —. For any subconsultant whose fees are less than $100,000, CONSULTANT may pay to subconsultant, total compensation on an hourly-rate basis per attached Schedule. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of subconsultant fees and charges in an amount not to exceed eSubsUnder100,000TotalDollar_WrittenAmount» Dollars ($ASu bsU nder100,OOOTotal Dol la r»). G. Direct Costs. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of permits and associated fees, travel and licenses for an amount not to exceed <<DirectCostsDollar_WrittenAmounb Dollars ($eDirectCostsDollare). The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts. All incidental expenses shall be included in overhead pursuant to Compensation Section above. (See Attachment"B"). The SANITATION DISTRICT shall pay to Subconsultant A the actual direct costs for an amount not to exceed eSubADirectCosts_WrittenAmount» Dollars ($eSu bADirectCosts»). The SANITATION DISTRICT shall pay to Subconsultant B the actual direct costs for an amount not to exceed eSubBDirectCosts WrittenAmount» Dollars ($e Su bBDi rectCostsu). The SANITATION DISTRICT shall pay to Subconsultant C the actual direct costs for an amount not to exceed eSubCDirectCosts_WrittenAmounto Dollars ($aSu bCDi rectCosts»). 3. REALLOCATION OF TOTAL COMPENSATION. The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total compensation is not increased. PDSA eJobNog Revised 11/18/10 Page 7 of 19 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 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 Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT'S cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative Project Closeout efforts identified in Agreement. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final Contract Acceptance the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the Work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under all those provisions of the Contract which expressly or by their nature extend beyond and survive final Contract Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT'S request for final Contract Acceptance as set forth above shall not be deemed to be Acceptance of the Work by the SANITATION DISTRICT for any purpose nor imply Acceptance of, or agreement with, the Consultant's request for final Contract Acceptance. 5. PAYMENT A. CONSULTANT may submit 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. PDSA xJobNog Revised 11/18/10 Page 8 of 19 If the SANITATION DISTRICT determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element. He may, at his discretion, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each project element or the project in its entirety. B. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Compensation Section above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. C. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work, including any retained percentages relating to this portion of the work. D. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. E. Pursuant to the California False Claims Act(Government Code sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all 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 PDSA xJobNo. Revised 11/18/10 Page 9 of 19 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; ore) 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. 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, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 7. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS—CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed, all documents, including but not limited to, original plans, studies, sketches, drawings, computer printouts and disk files, and specifications prepared in connection with or related to the Scope of work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the plans or specifications, where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. C. The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the 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. PDSA xJobNo. Revised 11/18/10 Page 10 of 19 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 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 commencement of any work under this Agreement. B. General Liabilitv The CONSULTANT shall maintain during the life of this contract, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: rerOccurrenceDollar_WrittenAmount» Dollars ($ePerOccurrenceDolla4) per occurrence with aAggregateDollar_WrittenAmount» Dollars ($aAggregateDollar») aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive/Vehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of lbverageDollar_WrittenAmounta Dollars ($eCoverageDollar») or alternatively, aPerPersonDollar_WrittenAmount» Dollars PDSA eJobNoa Revised 11/18/10 Page 11 of 19 ($«PerPersonDollan>) per person for bodily injury and «PerAccidentDollar_WrittenAmounte Dollars ($(<PerAccidentDollarn) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of xCompensationDollar_WrittenAmounf» Dollars ($«CompensationDollar4) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than JErrorsOmissionDollar_WrittenAmount» Dollars ($«ErrorsOmissionDolla)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5)years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either anew policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. PDSA xJobNoa Revised 11/18/10 Page 12 of 19 G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25-S(7/97)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25-S (7/97)shall state the required thirty(30) days'written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30)days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10)days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of 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 PDSA eJobNo. Revised 11/18/10 Page 13 of 19 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. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the subconsultant's operations and work. 9. SCOPE CHANGES. In the event of a change in the scope of the proposed project, requested by SANITATION 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. PDSA xJobNoa Revised 11/18/10 Page 14 of 19 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 Com ensation). There shall be no substitution of the listed subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 11. ENGINEERING REGISTRATION. The 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 supervision of registered engineers. 12. AUDIT PROVISIONS i. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Suboonsultants. ii. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)years after its termination. III. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all Project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. PDSA xJobNo. Revised 11/18/10 Page 15 of 19 13. LEGAL RELATIONSHIP BETWEEN PARTIES. The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of the SANITATION DISTRICT. 14. TERMINATION. The SANITATION DISTRICT may terminate this Agreement at any time, without cause, upon giving thirty(30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue �M, Fountain Valley, CA 92708-7018 Attention: aContractsAdministratorn Notice of termination shall be mailed to CONSULTANT at: ((Company)) ((ConsultantsName» «Address» eCityStateZip» 15. DOCUMENTS AND STUDY MATERIALS. The documents and study materials for this project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by the SANITATION DISTRICT. 16. COMPLIANCE. CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. CONTRACT EXECUTION AUTHORIZATION. Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each party is a person duly authorized to execute 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. PDSA aJobNo. Revised 11/18/10 Page 16 of 19 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 part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT'S sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT'S officers, directors, employees, CONSULTANT'S, and agents (collectively the"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT'S fees and costs and the SANITATION DISTRICT'S general and administrative expenses; individually, a "Claim"; collectively, "Claims')which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT'S suppliers, CONSULTANT, subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT'S supplier, CONSULTANT, subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. PDSA xJobNo. Revised 11/18/10 Page 17 of 19 CONSULTANT'S liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT'S indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND. The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PDSA xJobNoa Revised 11/18/10 Page 18 of 19 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By Marc Dubois (Approved as to Form) Date Contracts, Purchasing and Materials Management Division Manager By Chair, Board of Directors Date By Clerk of the Board Date aCompanya Date Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager Attachments: XXX:xx EDMS: PDSA xJobNoa Revised 11/18/10 Page 19 of 19 ATTACHMENT "H" SAMPLE PCSA AGREEMENT PROFESSIONAL CONSULTANT SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the_day of «Month», «Years by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT', and aConsultantCompanyi, for purposes of this Agreement hereinafter referred to as "CONSULTANT'. WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT to provide Construction Support Services for aProjeotTitle», aProjeotNos; and, WHEREAS, CONSULTANT is qualified to provide the necessary services for Construction Support Services in connection with these requirements; and, WHEREAS, the SANITATION DISTRICT has adopted procedures in accordance with the Delegation of Authority (DOA) Section 5.7 (f) and (g)for the selection of Construction Support Services and has proceeded in accordance with said procedures to perform this work; and, WHEREAS, at its regular meeting on aBoardMeetingDate» the Board of Directors, by Minute Order, accepted the recommendation of the aOperationsCommittee» to approve this Agreement between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK. CONSULTANT agrees to furnish necessary professional and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as Attachment"A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications, and other services furnished by the CONSULTANT under this Agreement, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the standards of best engineering practice for clarity, uniformity, and completeness. PCSA aJobNog Revised 11/17/10 Page 1 of 18 C. In the event that work is not performed to the satisfaction of the SANITATION DISTRICT and does not conform to the requirements of this agreement or any applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All CADD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using the SANITATION DISTRICT standard software. Conversion of CADD work from any other non-standard CADD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall be subject to an acceptance period of«Number_Of Day» days during which the SANITATION DISTRICT shall perform appropriate acceptance tests. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANITATION DISTRICT. E. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that(a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 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 CONSULTANT for services in accordance with the following provisions: A. Total Compensation. Total compensation shall be in an amount not to exceed iGrandTotalDesignServicesDollar_WrittenAmount» Dollars ($eGrandTotalDesignServicesDollar»). Total compensation to CONSULTANT including burdened labor(salaries plus benefits), overhead, profit, direct costs, and subconsultant(s)fees and costs shall not exceed the sum set forth herein, broken down as follows: PCSA eJobNog Revised 11/17/10 Page 2 of 18 CONSULTANT SERVICES INCLUDING: CONSULTANT: «Consultant Name» Raw Labor $ eRawLaborpollam Fringe Rate aFringeRatePcntn % $ aFrinceRateDollam (%x Raw Labor) Burdened labor $ ((BurdenLaborpollan) (Raw Labor+Fringe Rate) Overhead aOverheadPcnte % $ «OverheadDollaru (%x Burden Labor) Subtotal $ aLaborpollan) (Burden Labor+Overhead) Profit eProfitPcnb % $ ((ProfitDollam (%x Subtotal) Total Direct Costs, not to exceed $ ((DirectCostsDollam TOTAL—CONSULTANT Consulting Services, not to exceed $ aConsultantTotalDollam Subconsultant"A": aSubA—Name» XX Raw Labor $ aSubARawLaborpollaor Fringe Rate aSubAFringeRatePcn5 % $ «SubAFrinoeRateDollara (%x Raw Labor) Burdened labor $ aSubABurdenLaborpollam (Raw Labor+ Fringe Rate) Overhead �SubAOverheadPcnb( % $ aSubAOverheadDollar» (%x Burden Labor) Subtotal $eSubALaborpollam (Burden Labor+Overhead) Profit aSubAProfitPcnt» % $ (SubAProfitDollara (%x Subtotal) Total Direct Costs, not to exceed $aSubADireclCosts» TOTAL—Subconsultant"A"Consulting Services, not to exceed $aSubATotalDollar» PCSA aJobNos Revised 11/17/10 Page 3 of 18 Subconsultant"B": aSubB Name» Raw Labor $ eSubBRawLaborpollan) Fringe Rate aSubBFringeRatePcnta % $ aSubBFringeRateDollara (%x Raw Labor) Burdened labor $ aSubBBurdenLaborpollara (Raw Labor+Fringe Rate) Overhead aSubBOverheadPcnta % $ aSubBOverheadDollar» (%x Burden Labor) Subtotal $eSubBLaborpollar» (Burden Labor+Overhead) Profit eSubBProftPcri % $ aSubBProfitDollara (%x Subtotal) Total Direct Costs, not to exceed $ «SubBDirectCosts» TOTAL—Subconsultant"B"Consulting Services, not to exceed $«SubBTotalDollara Subconsultant"C": eSubC Names Raw Labor $ aSubCRawLaborpollar» Fringe Rate aSubCFringeRatePcnt» % $ aSubCFringeRateDollara (%x Raw Labor) Burdened labor $ eSubCBurdenLaborpollar» (Raw Labor+ Fringe Rate) Overhead aSubCOverheadPcnta % $ aSubCOverheadDollar» (%x Burden Labor) Subtotal $ «SubCLaborpollar» (Burden Labor+Overhead) Profit eSubCProftPcnta % $ aSubCProfitDollara (%x Subtotal) Total Direct Costs, not to exceed $oSubCDirectCosts» TOTAL—Subconsultant"C"Consulting Services, not to exceed $eSubCTotalDollar» PCSA eJobNoa Revised 11/17/10 Page 4 of 18 Subconsultants under$100,000: Subconsultant 1 $ aSubl TotalDollar» Subconsultant 2 $ «Sub2TOtalD011ar>> Subconsultant 3 $ aSub3TotalDollar» Subconsultant 4 $ «Sub4TOtalD011ar. Subconsultant 5 $ «Sub5TotalDollam TOTAL- Subconsultants under$100,000 $ eSubsUnder100,000TotalDollaw GRAND TOTAL for Consultant Services, not to exceed $ «GrandTotalDesianServicesDollaru For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Suboonsultant total compensation in accordance with Subconsultant services above. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant, total compensation on an hourly-rate basis per attached schedule. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges, in an amount not to exceed «SubsUnderl OO,000TotalDollar_WrittenAmount» Dollars ($aSu bsU nder100,OOOTotal Dol la r»). Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. B. Labor. As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits) actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Monthly Invoice. CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in Section 5, Payment, of this Agreement. CONSULTANT shall warrant and certify the PCSA eJobNoa Revised 11/17/10 Page 5 of 18 accuracy of these costs and understand that submitted costs are subject to Section 12 Audit Provisions. D. Overhead. As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT for overhead at a rate equal to eOverheadPcnta % of burdened labor paid by CONSULTANT pursuant to Compensation Section hereof. The SANITATION DISTRICT shall compensate Subconsultant"A"for overhead at a rate equal to <<SubAOvefheadPcnt» % of burdened labor as shown in Compensation Section hereof. The SANITATION DISTRICT shall compensate Subconsultant'B"for overhead at a rate equal to <<SubBOverheadPcntn % of burdened labor as in Compensation Section hereof. The SANITATION DISTRICT shall compensate Subconsultant"C'for overhead at a rate equal to eSubCOverheadPcntn % 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«ProfitDollar_WrittenAmounte Dollars (WrofitDollam) for all services rendered by CONSULTANT for this project. The SANITATION DISTRICT shall pay a profit of kSubAProfitDollar_WrittenAmount» Dollars ($«SubAProfitDollar»)for all services rendered by Subconsultant A for this project. The SANITATION DISTRICT shall pay a profit of <<SubBProftDollar_WrittenAmount» Dollars ($eSubBProfitDollar»)for all services rendered by Subconsultant B for this project. The SANITATION DISTRICT shall pay a profit of «SubCProfitDollar_WrittenAmount» Dollars ($eSubCProfitDollarD)for all services rendered by Subconsultant C for this project. F. Subconsultants. For any Subconsultant whose fees are greater than or equal to $100,000, CONSULTANT shall pay to subconsultant total compensation in accordance with —. For any subconsultant whose fees are less than $100,000, CONSULTANT may pay to subconsultant, total compensation on an hourly-rate basis per attached Schedule. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of subconsultant fees and char es in an amount not to exceed <<SubsUnder1O0,00OTotalDollar_Wri Dollars ($«SubsUnder100 OOOTotalDollar»). G. Direct Costs. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of permits and associated fees, travel and licenses for an amount not to exceed eDirectCostsDollar_WrittenAmount» Dollars ($«DirectCostsDollar»). The SANITATION DISTRICT shall also pay to PCSA eJobNog Revised 11/17/10 Page 6 of 18 CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts. All incidental expenses shall be included in overhead pursuant to Compensation Section above. (See Attachment"B"). The SANITATION DISTRICT shall pay to Subconsultant A the actual direct costs for an amount not to exceed «SubADirectCosts_WrittenAmount» Dollars ($ASu bADi rectCostsg). The SANITATION DISTRICT shall pay to Subconsultant B the actual direct costs for an amount not to exceed eSubBDIrectCostS WrlttenAmount» Dollars ($a Su bBDi rectCosts»). The SANITATION DISTRICT shall pay to Subconsultant C the actual direct costs for an amount not to exceed «SubCDirectCosts_WrittenAmount» Dollars ($fi&W, )ireMRQWJ), 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 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 Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT'S cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative Project Closeout efforts identified in Agreement. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final Contract Acceptance the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the Work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under PCSA eJobNo. Revised 11/17/10 Page 7 of 18 all those provisions of the Contract which expressly or by their nature extend beyond and survive final Contract Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT'S request for final Contract Acceptance as set forth above shall not be deemed to be Acceptance of the Work by the SANITATION DISTRICT for any purpose nor imply Acceptance of, or agreement with, the Consultant's request for final Contract Acceptance. 5. PAYMENT A. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Compensation Section hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project element work performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. If the SANITATION DISTRICT determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: I. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element. He may, at his discretion, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each project element or the project in its entirety. B. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Compensation Section above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. C. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work, including any retained percentages relating to this portion of the work. PCSA aJobNo. Revised 11/17/10 Page 8 of 18 D. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. E. Pursuant to the California False Claims Act(Government Code sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all 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; ore) 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. 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, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 7. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS—CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed, all documents, including but not limited to, original plans, studies, sketches, drawings, computer printouts and disk files, and specifications prepared in connection with or related to the Scope of work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by PCSA aJobNo. Revised 11/17/10 Page 9 of 18 the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the plans or specifications, where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. C. The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the Department and may be considered in future CONSULTANT selection processes. 8. INSURANCE NIF A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require Contractor to substitute any insurer whose rating 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 commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this contract, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: «PerOccurrenceDollar_WrittenAmount» Dollars S$ PerOccurrenceDollar») per occurrence with aAggregateDollar_WrittenAmount» Dollars ($AAggregateDollar))) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile PCSA aJobNo. Revised 11/17/10 Page 10 of 18 equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. AutomotiveNehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of eCoverageDollar_WrittenAmount» Dollars ($eCoverageDollaro) or alternatively, ePerPersonD011ar_WrittenAmount» Dollars ($ePerPersonDollar») per person for bodily injury and gPerAccidentDollar_WrittenAmount» Dollars ($ePerAccidentDollam) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of kCompensationDollar_WrittenAmount» Dollars ($aCompensationDollar») per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than eErrorsOmissionDollar WrittenAmountaI Dollars ($aErrorsOmissionDollam)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a PCSA eJobNo. Revised 11/17/10 Page 11 of 18 period of five (5)years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either anew policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. 141 G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25-5(7/97)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. PCSA aJobNoa Revised 11/17/10 Page 12 of 18 • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25-S (7/97)shall state the required thirty(30) days'written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30)days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10)days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of 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. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. PCSA eJobNo. Revised 11/17/10 Page 13 of 18 M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the subconsultant's operations and work. 9. SCOPE CHANGES. In the event of a change in the scope of the proposed project, requested by SANITATION 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. 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 supervision of registered engineers. 12. AUDIT PROVISIONS I. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. ii. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all PCSA eJobNo. Revised 11/17/10 Page 14 of 18 direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)years after its termination. iii. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all Project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. 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 may terminate this Agreement at any time, without cause, upon giving thirty(30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: eContractsAdministratorn Notice of termination shall be mailed to CONSULTANT at: ((Company)) ((ConsultantsName» ((Address» ((CityStateZip» 15. DOCUMENTS AND STUDY MATERIALS. The documents and study materials for this project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by the SANITATION DISTRICT. PCSA eJobNo. Revised 11/17/10 Page 15 of 18 16. COMPLIANCE. CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. CONTRACT EXECUTION AUTHORIZATION. Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each party is a person duly authorized to execute 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 part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT'S sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT'S officers, directors, employees, CONSULTANT'S, and agents (collectively the"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT'S fees and costs and the SANITATION DISTRICT'S general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT'S suppliers, CONSULTANT, PCSA .JobNo. Revised 11/17/10 Page 16 of 18 subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT'S supplier, CONSULTANT, subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT'S liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT'S indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND. The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PCSA eJobNo. Revised 11/17/10 Page 17 of 18 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 SANITATION DISTRICT By Marc Dubois (Approved as to Form) Date Contracts, Purchasing and Materials Management Division Manager By Chair, Board of Directors Date By Clerk of the Board Date aCompanya Date Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager Attachments: XXX:xx EDMS: PCSA eJobNoa Revised 11/17/10 Page 18 of 18 OPERATIONS COMMITTEE Meeting Date TOBd 011Dlr. 1VO5112 12/19/12 AGENDA REPORT Item Number Item Number s Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Nick Arhontes, Director of Facility Support Services SUBJECT: PROPERTY LEASE IN BREA FOR CHEMICAL DOSING STATION GENERAL MANAGER'S RECOMMENDATION A. Receive and file Addendum to the Final Effluent Pump Station Annex and Collection System Odor and Corrosion Control Program Supplemental Environmental Impact Report (SEIR) for project modifications to the Collection System Odor and Corrosion Control Program; and, B. Approve an amendment to the existing lease, a two year (24-month) real property lease and subterranean license agreement, with Brea Imperial Inc. and RV Storage Depot Brea to allow mobilization of chemical dosing equipment and injection of chemicals at 1225 West Imperial Highway in Brea for an amount of $2,575 per month for 2013 and an amount of $2,652.25 per month for 2014, in a form approved by General Counsel, with an option to extend for up to two additional years with up to a three percent price escalation per year beginning December 31, 2012 and ending December 31, 2014. SUMMARY Orange County Sanitation District (OCSD) currently doses chemicals in its collection facilities at seven locations to control odors and corrosion as well as to reduce the level of odors at the treatment plants in accordance with our sewage conditioning program. This site location in Brea, where we have been testing, is an addition to the existing seven locations. It allows for ongoing treatment in the Knott Interceptor that runs through the cites of Buena Park, La Habra, La Palma, Anaheim, Stanton, Cypress, Garden Grove, and Westminster. This private property dosing site location provides the benefit of secure access with a guarded gate, with surveillance camera and a code-key entry providing 24 hours access into the storage depot. OCSD will pay a monthly rental and license fee. The annual lease will have a cost of living adjustment of 3%. With a 3% annual increase, the rent for the period January through December 2013 will be $2,575 per month ($30,900/year). For 2014 with a 3% increase, the total monthly rent will be $2,652.25 ($31,827/year). The two-year lease was the minimum requirement that the property owner would consider to extend the current lease agreement. Staff has investigated this type of rental by other wastewater agencies and found the rates to be similar. In addition, during this two-year lease, staff will investigate other Page 1 of 3 viable options for dosing stations at lower costs. This will include working with our contacts at OCSD member cities and agencies. The specific project odor and corrosion control sites were not identified in the Final SEIR. The site was evaluated based on the criteria is the SEIR and it was determined that the project site meets the conditions of the SEIR. An Addemdum to the SEIR was prepared documenting the analysis and findings. PRIOR COMMITTEE/BOARD ACTIONS Dec 2010 — The Board approved a lease and subterranean license agreement with an option to extend, with Brea Imperial Inc. and RV Storage Depot Brea. ADDITIONAL INFORMATION An informational presentation was given at the December 2011 Operations Committee Meeting providing a status on the effectiveness of chemical dosing at this location. A subterranean lease is required to utilize the underground sewer pipes within the Brea RV site to convey the chemical into OCSD's trunkline. Staff identified that this location was the best current location for dose chemicals for sewage conditioning because the location is zoned industrial and commercial; and it is secured from public access. The Brea Testing Study Report (2011) recommended the phase 2 study to optimize the treatment program to include the upper and lower Knott Trunk Sewer System. CEQA Staff prepared an Addendum to the Final Effluent Pump Station Annex and Collection System Odor and Corrosion Control Program Supplemental Environmental Impact Report SCH #1997101065, certified in November 2002 to properly address the Brea RV Park dosing station. BUDGET/ DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted in line item 130 for this purpose. Project contingency funds will not be used for this. ATTACHMENTS The following attachments are included in hard copy and may be viewed on-line at the OCSD website (www.ocsd.coml with the compile agenda package and attachments: ( Site Layout drawing ( Real Property Lease and Subterranean License Agreement. Page 2 of 3 Site Layout: Brea RV Chemical Dosing Station A B G D I E F I G H I I J K L I M I N 1 1 NLL MNOB. 2 'p� MT M 2 N CON1110L 3 °M 3 '6 ElecTwcAL.ArEL 4 Po 9 4 E%I6r0a M WATER BOUNCE 5 eUMM STAMC 4E) n 5 i naewe� 5 S �.. E= 8 a: i w•wcooaeuw 6 g � 9 ea6'rrw rcnce 10 10 r+M,•.z 11 In11 12 12 13 EXISTING RV STORAGE 13 14 14 15 15 16 16 17 (Building Front) 17 A B C D E F I G I H I 1 J K L M N BU&Ne98 NAYC RV Storage Depot DAn 6/4/10 AOONe86 an ar 1225 W. Imperial Hwy Brea, CA 92821 Page 3 of 3 ADDENDUM NO.1 TO THE ORANGE COUNTY SANITATION DISTRICT'S SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT FOR THE FINAL EFFLUENT PUMP STATION ANNEX AND COLLECTION SYSTEM ODOR& CORROSION CONTROL PROGRAM STATE CLEARINGHOUSE NO.: 1997101065 LEAD AGENCY: Orange County Sanitation District DATE: December 5, 2012 PURPOSE OF ADDENDUM: In November 2002,the Orange County Sanitation District(OCSD) Board of Directors certified the Final Supplemental Environmental Impact Report(SEIR)for the Final Effluent Pump Station Annex and Collection System Odor&Corrosion Control Program(SCH No. 1997101065).The SEIR analyzed the environmental impacts of numerous existing continuous feed systems throughout the service area that were part of a pilot program. This addendum, prepared in accordance with the California Environmental Quality Act(CEQA) (Public Resources Code Section 21000 et seq.)and its implementing Guidelines(California Code of Regulations Title 14,Chapter 3,Section 15000 et seq.),addresses the addition of a continuous feed chemical dosing station as described in the SEIR.OCSD's Board of Directors will consider this addendum in conjunction with the lease agreement for the property discussed. PROJECT DESCRIPTION: OCSD's collection system generates odorous gases, primarily hydrogen sulfide,which can be released into the air creating a nuisance to surrounding land uses.To reduce the nuisance,OCSD conducts an odor and corrosion control program for the collection system that currently consists of applying chemicals in the upper reaches of the trunk sewer collection system.The application of the various chemicals is applied intermittently to minimize the hydrogen sulfide production as the wastewater is conveyed from the collection system to OCSD's treatment plants. As part of the initial pilot program, OCSD conducted research to determine the effectiveness of treating upstream of the Knott Trunk System.The selected location was at the Brea RV Storage Depot on Imperial Highwayjust west of Puente Street in the City of Brea. Page 1 of 4 Two above-ground 12-foot storage tanks were installed to initiate dosing and evaluate the effects downstream and at the treatment plants.The tanks are on the west side of the property directly adjacent to a storage building. The tanks are over 200 feet from the street and obstructed from public view by mature landscaping and RV's parked in the area.The nearest neighbor is Independent Electric which is at an approximate distance of 75 feet. Recommendations from the Phase 1 Research Study included on-going dosing at this location,and additional testing to better understand benefits in the lower portion of the trunk.This location in Brea allows for treatment to minimize odors in Upper and Lower Knott Trunk Sewer;which include Buena Park, La Habra, La Palma,Anaheim,Stanton,Cypress,Garden Grove,and Westminster with the potential to reduce chemical treatment on the Lower-Knott Trunk Sewer. The chemicals that may possibly be used at this site include, but are not limited to: ( Ferrous chloride ( Ferric chloride ( Ferrous sulfate ( Ferric sulfate ( Sodium hydroxide Nitrates ( Magnesium hydroxide ENVIRONMENTAL IMPACT ANALYSIS: Chemical dosing stations are described in Section 2.2 of the SEIR. Environmental impacts associated with the new station are evaluated in Chapter 3 of the SEIR.The SEIR does not include details about this specific station, as at the time of certification of the SEIR,a location had not been identified or secured. This addendum describes and evaluates the environmental impacts of the Brea RV Storage Depot chemical feed station. Provided below is a review of the conclusions included in the SEIR and an evaluation of the environmental impacts as they pertain to this specific location. Aesthetics: The SEIR concluded that the storage tanks could be visible from adjacent land uses.As such,the tanks should be installed within city yards, pump stations or private industrial yards and any additional tank should be installed in a utility yard. The Brea RV Storage Depot meets the criteria set forth in the SEIR.The tanks are installed out of public view,set over 200 feet from the street and painted in colors that complement the existing buildings. Although the tanks are visible from adjacent industrial neighbors,they do not alter or degrade the existing visual character of the site and surroundings. Page 2 of 4 The tanks do not result in new significant environmental effects or a substantial increase in the severity of significant effects related to aesthetic from those determined in the SEIR. Air Quality: The SEIR concluded that the operation of the continuous feed stations would not have a significant impact to air quality.There is approximately two to three truck deliveries a week,the emissions are not significant. In addition,the chemical dosing would reduce objectionable odors generated by the collection system which results in a beneficial impact. Geology and Soils: The SEIR concluded that the aboveground storage tanks could potentially be located in close proximity to fault splays.As such,tank specifications include a second containment to provide added protection from seismic hazards.The chemical storage tanks are designed to withstand ground shaking and avoid a potential spill during a seismic event.Therefore,the impacts remain less than significant. Hazards and Hazardous Materials: The SEIR notes that the Odor Control Program project would include the transport,storage and use of diesel fuel and odor reduction chemicals that could pose a spill or leak hazard. However,when handled properly the chemicals do not pose a significant health risk to the surrounding land uses.The Sanitation District has implemented an Integrated Emergency Response Program(IERP)that includes a Spill Prevention Containment and Countermeasure Plan which includes structural specifications for storage tanks, monitoring,emergency response procedures, reporting requirements,etc. The minor changes to this specific project location which do not create a significant impact are the type of chemicals that may be stored at the site.The SEIR mentions hydrogen peroxide,ferric chloride, sodium nitrate,calcium nitrate and magnesium hydroxide.These chemicals may be used at the Brea RV Storage Depot chemical dosing station as well as ferrous chloride,ferrous sulfate,ferric sulfate and sodium hydroxide. Ferrous chloride is a greenish yellow liquid with a slight odor of iron/acid. It is non-hazardous and not flammable.The material is stable when handled properly. It is acidic and corrodes most metals. It can be absorbed into the body by inhalation, ingestion and is can be irritating to the eyes and skin. Ferrous sulfate is a blue-green,crystalline or granular solid. It is non-combustible but excessive heat may decompose the material. Exposure routes are through inhalation, ingestion and skin and/or eye contact. Ferric sulfate is an odorless yellow-gray solid. It is corrosive to metals.The product is not flammable or combustible. Exposure routes are through inhalation, ingestion and skin and/or eye contact. Sodium hydroxide is a clear or slightly gray liquid with no odor.The product is not flammable or combustible. It is incompatible with water and many metals. Exposure routes are through inhalation, ingestion and skin and/or eye contact. Page 3 of 4 These chemicals are used as part of the normal Odor Control Program progress.Various chemical dosing stations throughout our service area safely use these same chemicals. Strict measures are taken to ensure instructions listed in the Material Safety Data Sheets are followed and the chemical is used as intended. These minor technical changes and additions would not result in new significant environmental effects or a substantial increase in the severity of significant effects related to hazards and hazardous materials from those determined in the SEIR. Hydrology and Water Quality: The SEIR concluded that chemicals used in the Odor Control Program could impact water quality if a spill were to occur. However,the implementation of BMP's and spill prevention,countermeasure,and control measures would reduce the impact to less than significant. Noise: The Odor Control Program requires the simple installation of aboveground chemical storage tanks,as such there is no construction required and therefore no construction associated noise.Approximately three truck trips a week are required for chemical deliveries.The truck trips would not raise ambient noise in the area significantly and as such would not be considered a significant noise impact. Transportation/Traffic: The chemical deliveries at the Brea RV Storage Depot would occur various times per week.The storage tanks are located in a private yard that has restricted access.The delivery of the chemical would not cause traffic, interfere with access or create lane closures,the existing conditions would remain the same.As such,there is less than significant impact. FINDINGS FOR APPROVAL FOR ADDENDUM NO. 1 TO THE SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT FOR THE FINAL EFFLUENT PUMP STATION ANNEX AND COLLECTION SYSTEM ODOR& CORROSION CONTROL PROGRAM: 1. Environmental impacts of chemical dosing stations throughout the service area were evaluated in the SEIR certified by the Sanitation District Board of Directors in November 2002,for the program. 2. Minor technical changes and identification of location. 3. The project modifications would not result in new significant environmental effects or increase in the severity of significant effects from those determined by the SEIR certified by the Sanitation District Board of Directors in 2002. Page 4 of 4 AMENDMENT NO. 2 TO REAL PROPERTY LEASE AND SUBTERRANEAN LICENSE AGREEEMENT THIS AMENDMENT NO. 2 to the Real Property Lease and Subterranean License Agreement ("Amendment No. 2"), is made and entered into to be effective the 31 sT day of December, 2012, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "OCSD", BREA IMPERIAL INC ("OWNER"), and RV STORAGE DEPOT BREA ("RVSDB"). For purposes of this Amendment No. 2, OWNER, RVSDB and OCSD are individually or collectively referred to herein as the "Party" or the "Parties." WITNESSETH: WHEREAS, OCSD, OWNER and RVSDB previously entered into and executed the Real Property Lease and Subterranean License Agreement ("Agreement') dated November 9, 2010, which may be amended or modified by a written agreement executed by both Parties; and WHEREAS, with an effective date of December 31, 2011, the Parties entered into Amendment No. 1 to the Agreement ("Amendment No. 1") to extend the term of the Agreement; and WHEREAS, paragraph 5 of the Agreement, as modified by Amendment No. 1, specifies that the Agreement"shall expire on December 31, 2012, unless extended, in writing, by the Parties"; and WHEREAS, the Parties desire to extend the Term of the Agreement for an additional Amendment No. 2 -1- 8tl43111 year; and WHEREAS, the Parties now wish to amend the Agreement as set forth herein; and WHEREAS, the General Manager has accepted the recommendation of the Engineering Supervisor of Odor& Corrosion Control, and pursuant to the action taken by OCSD's Board of Directors on December 15, 2010 and OCSD's current Resolution No. OCSD 07-04, approves this Amendment No. 2 between the Parties. NOW, THEREFORE, in consideration of the mutual obligations, representations, and promises contained in the Agreement, the Parties hereby agree as follows: 1. Paragraph 5 of the Agreement, as amended in Amendment No. 1, is hereby deleted in its entirety and replaced as follows: .5. Term. This Agreement shall expire on December 31, 2014, unless extended, in writing, by the Parties" 2. Paragraph 7 of the Agreement is hereby deleted in its entirety and replaced as follows: 7. OCSD Promise to Pay— Rent. RVSDB will bill OCSD on a monthly basis for monthly rent in the sum of$1,750.00 (one thousand seven hundred fifty dollars), commencing on the Effective Date, and OCSD shall pay said rent within 30 days of OCSD's receipt thereof. On December 3151 of each year, RVSDB shall be entitled to increase the monthly rent up to three percent (3%), and bill OCSD accordingly. 3. Paragraph 8 of the Agreement is hereby deleted in its entirety and replaced as follows: ..8. OCSD Promise to Pay— License. RVSDB will bill OCSD on a monthly Amendment No. 2 -2- 1114£11 1 basis for the License Fee in the sum of$750.00 (seven hundred fifty dollars) for each monthly period, commencing on the Effective Date, and OCSD shall pay said License Fee within 30 days of OCSD's receipt thereof, together with the Rent, as stated herein above. On December 31" of each year, RVSDB shall be entitled to increase the monthly License Fee up to three percent (3%), and bill OCSD accordingly." 4. This Amendment No. 2 is supplemental to the Agreement dated November 9, 2010, as modified by Amendment No. 1, and is by reference made a part of said Agreement. All of the terms, conditions and provisions thereof, unless specifically modified herein, shall continue in full force and effect. 5. In the event of any conflict or inconsistency between the provisions of this Amendment No. 2 and any of the provisions of the original Agreement or Amendment No. 1, the provisions of this Amendment No. 2 shall in all respects govern and control. 6. The persons executing this Amendment No. 2 on behalf of the Parties hereto warrant that (i) such party is duly organized and existing, (ii)they are duly authorized to execute and deliver this Amendment No. 2 on behalf of said Party, (iii) by so executing this Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and (iv) the entering into this Amendment No. 2 does not violate any provisions of any other agreement to which said Party is bound. [SIGNATURES ON NEXT PAGE] Amendment No. 2 -3- 1114£11 1 IN WITNESS WHEREOF, the Parties have executed and entered into this Amendment No. 2 to the Agreement as of the date first written above. ORANGE COUNTY SANITATION DISTRICT Dated: By: APPROVED AS TO FORM: By: By: James Ruth Bradley R. Hogin Its: General Manager Its: General Counsel BREA IMPERIAL INC Dated: By: John Saunders Its: President RVSDB Dated: By: Scott Ramser Its: Manager Amendment No. 2 4- 8W5I IJ OPERATIONS COMMITTEE meeting Date TOBd.of Dir. 12/05/12 12/19/12 AGENDA REPORT Item Item Number 6 Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Nick Arhontes, P.E., Director of Facilities Support Services Fleet Services Manager: Chuck Forman SUBJECT: COOPERATIVE PROCUREMENT WITH CREATIVE BUS SALES GENERAL MANAGER'S RECOMMENDATION A. Authorize the purchase of a new tour bus from Creative Bus Sales, for a total not to exceed $119,991, in accordance with Resolution No. OCSD 07-04, Section 3.08: Cooperative Procurement; and B. Approve a contingency of $12,000 (10%). SUMMARY Staff recommends the purchase of a new tour bus to replace our existing 24-year old tour bus. The recommended new tour bus is a 2012 Ford F-550 El Dorado Aero Elite 30-passenger which converts to a 24-passenger with space for two wheelchairs. The new tour bus has all the necessary equipment for handicapped accessibility and is fully compliant with the Americans with Disabilities Act (ADA). The new tour bus will be fueled by Compressed Natural Gas (CNG). Staff will be able to refuel the bus using OCSD's onsite CNG fuel stations thereby eliminating the need for offsite refueling trips. Using a CNG fuel system also provides the added benefits of reducing air emissions, exemption from smog tests, and reduction of maintenance costs. This purchase is in accordance with a State of California Leveraged Procurement Agreement (LPA) through the Cooperative Agreements/Western States Contracting Alliance (WSCA) contract with Creative Bus Sales that OCSD is approved to use. The cost includes California state sales tax, DMV registration, and related fees. The bus is similar to those used daily by transit agencies statewide. This also helps us to minimize procurement costs as compared to developing a customized specification. The new bus will be equipped with a wireless microphone, an interior/exterior PA system, and a 26" TV monitor to provide viewing of DVDs and PowerPoint presentations. These features will provide tour guides with the tools necessary to better communicate both verbally and visually with tour passengers. The new bus also includes newer safety features like maximum visibility windows, non-skid flooring, door/aisle/seat handrails, and a backup camera. Page 1 of 3 PRIOR COMMITTEE/BOARD ACTIONS None ADDITIONAL INFORMATION Our current tour bus is a 25-passenger 1988 Ford E-350 10 cylinder gasoline fueled bus with no ADA wheelchair access (ADA non-compliant). This bus is over 24-years old and will require major automotive repairs in the near future, if we were to keep it, including a new transmission, rear air condition system, and new interior/exterior upgrades. The new tour bus is needed to provide weekly tours to the public interested in learning about OCSD's wastewater treatment plant facilities and services. As part of OCSD's public education and outreach program, last FY 2011-12 staff conducted 155 tours to over 2,650 guests and attendance continues to increase every year. Guests range from local residents, students 6t' grade to college/university, special interest groups, industry specialists, elected officials, and foreign dignitaries. On occasion, the tour bus is driven offsite to tour other OCSD and OCWD facilities like pump stations, GWR System facilities, and watershed management sites. Staff has applied for grant funding under the Mobile Source Air Pollution Reduction Review Committee (MSRC) Clean Transportation Funding — Incentives for the Purchase of "Near-Zero Emission' Medium-Duty and Medium-Heavy Duty Vehicles PA2012-13 Alternative Fuel Engine Program available to vehicle owners within the South Coast Air Quality Management District (SCAQMD). The source of MSRC Clean Transportation FundingTM for projects submitted is motor vehicle registration fees collected by the California Department of Motor Vehicles (DMV) in accordance with the California Health and Safety Code. The grant award is contingent on grant funds being made available and acceptance of our submission. If awarded the grant, OCSD could realize a potential cost savings of$25,000 to offset the cost of the CNG conversion. For this purchase, OCSD is utilizing the Western States Contracting Alliance (WSCA) agreements available to all State of California governmental entities (State agencies, cities, counties, transit agencies, special districts, school districts, universities, etc.) that expend public funds for the acquisition of both goods and services. The Contract Number is 7-12-23-15-05. 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 government agencies. With a massive marketplace and billions of dollars in purchasing power they are able to offer lower procurement cost to California's state, county, city, transit agencies, special districts, education and other government entities through their Leveraged Procurement Agreements (LPAs). LPAs allow entities/agencies to buy directly from suppliers through existing contracts and agreements. One of the LPAs that the state offers to California governmental agencies is the Western State Contracting Alliance (WSCA) for Commodities, IT Goods & Services, and Telecommunication Goods and Services. Page 2 of 3 CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This has been budgeted and approved through the Capital Outlay Revolving Fund (CORF) (Budget Update Fiscal Year 2012-2013 and 2013-2014 Equipment Budget; Section 8 - Page 136). Date of Approval Contract Amount Continaencv 12/19/12 $119,991 $12,000(10%) ATTACHMENTS The following attachments are included in hard copy and may be viewed on-line at the OCSD website (i w .ocsd.coml with the complete agenda package and attachments: ( Creative Bus Sales Proposal for OCSD, October 18, 2012 Page 3 d 3 Creative Bus Sales Chino • Hayward • Sacramento • Las Vegas • Elkhart Thursday, October 18, 2012 Proposal For: Orange County Sanitation Department Attention: Chuck Foreman and Greg Blakeley New 2012 ElDorado Aero Elite 30 Passenger or 24 Passenger and 2 Wheel Chairs L � � DGS Contract No. 7-12-23-15-05 Oranae County Sanitation District ElDorado National—Aero Elite 320 Ford F-550 (24) Passengers+ (2) Wheelchairs or (30) Passengers Compressed Natural Gas PRICE CALCULATION: Class E-32' Ford F-550 $ 77,201.00 Ford F-550—6.8 Liter V-10 Gasoline w/9Bg Gas Fuel Prep—Automatic Transmission - Braun Millenium Wheelchair Lift - (2) Total ADA Positions - Altro (Non Skid) Flooring — 225 Amp Alternator — White Exterior Creative Bus Sales — 800.326.2877 - www.CreativeBusSales.com Creative Bus Sales Chino • Hayward • Sacramento • Las Vegas • Elkhart Options Add—(1) CARB Certified BAF CNG Conversion (54 GGE) $24,500 Add—(1) Surex 5000& 6000 CNG Fuel Receptacles $500-Bemw coo Add—(1)Fuel Door with Ignition Shut Off $250-Below Coo Add—(1) Foldaway Double Seat $975 -Per DGS Contracr No.7-12-23-15-05 Add—(2)Double Flip Seats $1,590-Per DGS Conrmot No.7-12-23-15-05 Add—(1)Mor-Ryde Suspension System $1,975-$1,2oo parts,$496 Labor,$279 markup Add—(1) 26"LCD Monitor Mounted Above Driver $2,075-1,200 Parts,$558 Labor,$317 Markup Add—(1) AM/FM/CD/PA System $655-$400 parts$124labor$131 Markup Add—(1)Wireless PA Microphone $425-$375 pens) Add—(1)External Speaker for PA System with Switch $215-Bemw coat Add—(1) Remote Mirrors $985-$633 parts,$186labor,$166 markup Add—(1) Rear View Mirror Back Up Camera $755-Below coo Total Options $34,900 Credits (30)Level 1 Vinyl Seats in Lieu of Level 6 Seats ($600) (1) OEM Drivers Seat in Lieu of USSC Drivers Seat ($967) (30) Seat Belts (No Seat Belts Installed) ($1,500) (1)Hubodometer ($100) (1) Silicone Heater Hoses ($150) (1) Spare Wheel and Tire ($650) Total Credits ($3,967) Base Price $77,201 Options $34,900 Credits ($3,967) Document Prep Fee $80.00 Sub Total $108,214 Cal ACT Procurement Fee (1.5%) $1,623.21 DGS Procurement Fee (1.00%) $1,082.14 Sales Tax $7,766 Registration $1,295 CA Tire Fee $10.50 Total Cost Delivered to Fountain Valley,CA $119,990.8s Creative Bus Sales — 800.326.2877 www.CreativeBusSales.com 40 Creative Bn Sales Chino • Hayward • Sacramento • Las Vegas • Elkhart I - — --T---1 aQQ �g — I I — I I® f AI I Q p 6 II �I IA 0I II® ll Creative Bus Sales — 800.326.2877 www.CreativeBusSales.com OPERATIONS COMMITTEE MeedngDale TOBd.O(Dlr. 1VO5112 12/19/12 AGENDA REPORTItem Number Item Number Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Nick Arhontes, P.E., Director of Facilities Support Services Engineering Manager: Mark Esquer, P.E., FSSD SUBJECT: PLANT 2 DIGESTER "0" LINER REPAIR - JOB NO. FR-2010455BD GENERAL MANAGER'S RECOMMENDATION Ratify Change Order No. 3 to Plant 2 Digester "0" Liner Repair Project, Specification No. FR-2010-45513D, with J.R. Filanc Construction Company (Filanc) authorizing an addition of$39,873 and 91 days, increasing the total contract amount to $1,142,986 and extending the contract completion to November 30, 2012. SUMMARY This repair project is rehabilitating Digester "0" located at Plant 2, which was placed into operation in 1972 and is 40 years old. Repair work consists of replacing the existing poly vinyl chloride (PVC) plastic liner with a new spray-applied polyurethane plastic liner, sand-blasting and removing damaged concrete, and repairing the associated process piping. The project was competitively bid per plans and specifications and awarded to Filanc in July 2010. The Contractor started the repair work and discovered that the existing reinforced concrete dome interior was in worse condition than anticipated and indicated on the project drawings and specifications. The Contractor removed the contract-specified amount (up to one inch) of unsound concrete in areas located inside the reinforced concrete dome and continued to find unsound conditions. Additional surface preparation and repairs were the work elements deemed necessary and required before the new coating could be applied, and to assure the new lining would adhere property to a clean and sound surface and not fail prematurely. Work performed by Change Order No. 3 includes concrete repair and corrosion prevention to three existing view ports located on the interior of the digester dome, and conducting a final high pressure wash of the interior walls and dome to remove surface contaminates. The Contractor has completed all of the original contract specified work. The aforementioned out of scope work, due to unknown conditions, has also been completed by the Contractor as directed by staff through issuance of Field Change Orders (FCOs). The FCOs were authorized by staff on a time and materials basis with the Contractor in order to bring Digester"0" back into service as soon as possible. This Page 1 d 3 approach was taken with the intent to ratify the final change order at the Board Meeting. This project will be closed upon ratification of Change Order No. 3. No further FCOs will be issued to the Contractor. PRIOR COMMITTEE/BOARD ACTIONS June 2012 —The Board ratified Change Order No. 2 to Plant 2 Digester"0" Liner Repair Project, Specification No. FR-2010-455131), with J.R. Filanc Construction Company (Filanc) authorizing an addition of $572,656 and 513 days, increasing the total contract amount to $1,103,113 and extending the contract completion to August 31, 2012. July 2010 — The Board rejected the low bid given to Gamma (non-compliance of the contract requirements) in an amount not to exceed $496,300 for Plant 2 Digester "0" Liner Repair, Specification No. FR-201045513D. Thereafter, the Board approved a purchase order agreement with Filanc for a total amount not to exceed $518,000; and approved a contingency of $77,700 (15%) for Plant 2 Digester "0" Liner Repair, Specification No. FR-2010-455BD. June 2010 — The Board approved a purchase order agreement with Gamma Builders, Inc., for Plant 2 Digester "0" Repair, Specification No. FR-2010455131), for a total amount not to exceed $496,300; and approved a contingency of$74,445 (15%). ADDITIONAL INFORMATION The contract documents were based on a limited amount of condition assessment work. Additional assessment work could not be conducted on the dome until the damaged liner was removed. Since a contractor was required to remove the damaged liner, staff decided to move forward with the limited information as best available at the time. When the liner was removed additional damage was discovered during the sand- blasting process. Placing Digester "0" back in service as soon as possible is urgent because any additional digesters cannot be taken out of service for cleaning and repair. Digesters 0, M, and D are currently out of service. The upcoming P2-89 (Solids Thickening and Process Upgrades) Contractor is planning on taking two more digesters out of service in spring 2013. Returning Digester "0" to service before CIP Project P2-89 work begins is needed to maintain adequate sludge processing capacity. Lessons learned after this work is completed will be compiled, evaluated, and discussed by a District-wide team; including experienced consultants if needed. Recommended improvements to corrosion assessment in design, inspection methods during construction, bid specifications, plans, and schedules will be useful for future digester repair projects. CEQA FINDINGS N/A Page 2 of 3 BUDGET / DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the OCSD's Delegation of Authority. This repair was originally and will be funded through the Small Capital Equipment Replacement Project SP-34 (Budget Update Fiscal Year 2011-2012 Page A-12, Item No. 125). This Small Capital fund is used to pay for capital repairs and/or direct replacements. The SP-34 budget is adequate to cover these proposed change orders. Date of Approval Total Contract Amount Contingency 07/28/10 $518,000 $77,700(15%) 06/27/12 $ 1,103,113 <$0>- Total Contingency $0(0%) On June 27, 2012, all remaining contingency funds were surrendered and a ratification process was used for all future contract changes. ATTACHMENTS The following attachments are included in hard copy and may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package and attachments: Change Order No. 3 Page 3 of 3 Page 1 of 3 ORANGE COUNTY SANITATION DISTRICT 10844 ELLIS AVENUE, P.O. BOX 8127 FOUNTAIN VALLEY, CALIFORNIA 92728-8127 CHANGE ORDER Contractor: J.R.Filanc Construction Company, Inc. C.O. No.: Three 3 Date: December 19, 2012 Job: Plant 2 Digester O Liner Repair, Job No. FR-201OBD Amount of this Change Order(Add) $39,873.00 In accordance with contract provisions,the following changes in the contract and/or contract work are hereby authorized and as compensation,the following additions to or deductions from the contract price are hereby approved. FCO 00010.1 -VIEW PORT REPAIRS This item is for labor,material,and equipment to remove the existing layer of unsound concrete at the three(3) existing View Ports located on the interior of the Diester Dome using power tool cleaning(SSPC-SP3)or abrasive blasting to near white metal(SSPC-SP10). The Contractor was also required to apply a corrossion inhibitor(Armatec 110 EpoCem,or approved equal)to substrate and exterior steel frame,followed by application of Sika 123-Plus(or approved equal)per manufacturers recommendations.During the the NACE III Inspection, conducted on May 14,2012, it was discovered that unsound concrete was present at three View Port locations using hammertapping(SSPC-SP13). In an effort to prevent future liner failure in these locations,OCSD required application of a corrossion inhibitor on to all exposed metals to prevent/reduce corrosion and repair of the View Port areas as required prior to the polyurethane coating application.The work associated with this change order item was accomplished by the Contractor's force account in accordance with Field Change Order 0010.1. ADDED COST THIS CHANGE ORDER ITEM: $9,875.00 TIME EXTENSION THIS CHANGE ORDER ITEM: 30 Calendar Days FCO 00011.1 -HIGH PRESSURE WASHING OF DIGESTER This item is for labor,material,and equipment to conduct a final high pressure wash(minimum 5,000 psi)of the interior of the Digester"O"dome and walls. The Contractor's coating sub-contractor(National Coating&Lining Company)and the Coating manufacturer(Lifelast)determined that the entire surface of the interior of the Digester to receive coating be pressure washed to remove surface contaminates. OCSD considered this to be out of scope work(additional surface preperation)required of the Contractor as a result of additional abrasive blasting work conducted per Field Change Order#2.1. This item removes the surface contamination required and necessary drying of the concrete to provide a proper bonding surface. The work associated with this change order item was accomplished by the Contractor's force account in accordance with Field Change Order 0011.1. ADDED COST THIS CHANGE ORDER ITEM: $29,998.00 TIME EXTENSION THIS CHANGE ORDER ITEM: 61 Calendar Days Page 2 of 3 ORANGE COUNTY SANITATION DISTRICT 10844 ELLIS AVENUE, P.O. BOX 8127 FOUNTAIN VALLEY, CALIFORNIA 92728-8127 CHANGE ORDER Contractor: J.R.Filanc Construction Company, Inc. C.O. No.: Three 3 Date: December 19, 2012 Job: Plant 2 Digester O Liner Repair, Job No. FR-201 OBD TOTAL ADDED COSTS THIS CHANGE ORDER: $39,873.00 TOTAL TIME EXTENSION THIS CHANGE ORDER: 91 Calendar Days The additional work contained within this change order was performed incidental to the prime work and within the time allotted for the original contract and any extensions to the contract time made by this and all previously issued change orders.The Sanitation District and Contractor agreed that the added costs described above constitutes full and equitable consideration for all the impacts occurred by the Contractor,and no other direct or indirect,incidental or consequential costs, expenses,losses,or damages have been or will be incurred by Contractor,except as expressly granted and approved by this change order. SUMMARY OF CONTRACT TIME Original Contract Date: September 8,2010 Original Contract Time: 210 Calendar Days Original Completion Date: April 6,2011 Time Extension this C.O.: 91 Calendar Days Total Contract Time Extension: 604 Calendar Days Revised Contract Time: 905 Calendar Days Revised Final Completion Due Date: November 30,2012 Projected Completion Due Date: November 30,2012 Time Subject to Liquidated Damages: N/A Actual Final Completion Date: N/A Original Contract Price $ 518.000 Prev.Authorized Changes $ 585,113 This Change(Add)(Deduct) $ 39,873 Amended Contract Price $ 1,142 986 Page 3 of 3 ORANGE COUNTY SANITATION DISTRICT 10844 ELLIS AVENUE, P.O. BOX 8127 FOUNTAIN VALLEY, CALIFORNIA 92728-8127 CHANGE ORDER Contractor: J.R.Filanc Construction Company, Inc. C.O. No.: Three 3 Date: December 19, 2012 Job: Plant 2 Digester O Liner Reoair, Job No. FR-201 OBD Board Authorization Date: December 19,2012 ORANGE COUNTY SANITATION DISTRICT Recommended by: Mark Esquer,P.E. Date Engineering Manager Approved by: Nick Arhontes,P.E. Date Director of Facilities Support Services Accepted by: J.R.FILANC CONSTRUCTION COMPANY,INC. Contractor Date OPERATIONS COMMITTEE Meeting Date Toad.0111M. 12/05/12 12/19/12 AGENDA REPORT Item Number hem Number a Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Jim Herberg, Assistant General Manager Project Manager: Jeff Mohr SUBJECT: OPERATIONS CENTER ENTRANCE AND BUILDING REPAIRS, PROJECT NO. J-122 GENERAL MANAGER'S RECOMMENDATION A. Approve a contingency increase of $32,200 (17%) to the Professional Design Services Agreement with HH Framer Architecture Inc. for Operations Center Entrance and Building Repairs, Project No. J-122, for a total contingency of $60,370 (32%); and, B. Approve a budget increase of $164,200 for Operations Center Entrance and Building Repairs, Project No. J-122, for a total budget amount of$2,489,200. SUMMARY The Operations Center Entrance and Building Repairs, Project No. J-122, was intended to correct structural deficiencies in the entrance area. The project is subject to a City of Huntington Beach building permit because the structure is an occupied building. The City has indicated that the upstairs restrooms are considered in the service area of the entrance improvements, and as a result, they must be brought into compliance with federal and state accessibility requirements. A study was conducted to determine how to satisfy the requirements and estimate the construction cost. The study developed a preliminary plan that maintains the existing number of fixtures and does not impinge on any existing rooms. The preliminary allowance for the construction cost for the accessibility modifications is $125,000. Additional budget is requested to cover design and construction costs associated with the change in the project scope. PRIOR COMMITTEE/BOARD ACTIONS November 2011 — Approved a Professional Design Services Agreement with HH Framer Architects, Inc. to provide architectural and engineering design services for Operations Center Entrance and Building Repairs, Project No. J-122, for an amount not to exceed $187,800, and a contingency of$28,170 (15%). Page 1 of 2 ADDITIONAL INFORMATION The additional Professional Design Services Agreement contingency is based on the anticipated cost of the additional design work. The additional project budget includes allowances for the additional construction cost, the Professional Design Services Agreement increase, and additional time for staff labor. 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, but the budget is insufficient for the recommended action and a budget increase is being requested. (Line item: Section 8, Page 98). Date of Approval Contract Amount Contingency 11/16/11 $187,800 $28,170(15%) 12/19/12 $32,200(17% $60,370 (32%) JM:dm:gc Page 2 of 2 OPERATIONS COMMITTEE MeedngDale TOBd.OfDir. 1VO5112 12/lg/12 AGENDA REPORT Item Number Item Number 9 Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Nick Arhontes, P.E., Director of Facilities Support Services Engineering Manager: Mark Esquer, P.E., FSSD SUBJECT: PLANT 1 ROOF REPLACEMENT - JOB NO. FR11-028 PLANT 2 ROOF REPLACEMENT - JOB NO. FR11-027 GENERAL MANAGER'S RECOMMENDATION A. Award a contract to the lowest responsive and responsible bidder, Danny Letner DBA Letner Roofing Company, for Plant 1 Roof Replacement Job No. FR11-028 and Plant 2 Roof Replacement Job No. FR11-027, for a total amount not to exceed $472,500 and, B. Approve a contingency of$141,750 (30%). SUMMARY This project will replace critical plant process building roof coverings and insulation, which have deteriorated and are at the end of their useful lives. This includes the Power Building 5, DAF Building, and RAS Building at Reclamation Plant No. 1. The total square footage for the Plant 1 roofs is 12,500 square feet with an estimated repair/replacement cost of $300,000. Also included are Distribution Buildings A & B, Plant Water Pump Station, Power Building C, and Digesters R, and S Pump Room at Treatment Plant No. 2. The total square footage for the Plant 2 roofs is 16,600 square feet, for an estimated repair/replacement cost of$425,000. The Orange County Sanitation District (Sanitation District) advertised for bids on September 19, 2012, scheduled two job walks with interested contractors and issued two addendums. Four sealed bids were received on November 6, 2012. The bids were evaluated in accordance with the Sanitation District's policies and procedures. Danny Letner DBA Letner Roofing Company was deemed the lowest responsive, responsible bidder. Staff recommends awarding a construction contract to Danny Letner DBA Letner Roofing Company for Plant 1 Roof Replacement Job No. FR11-028 and Plant 2 Roof Replacement Job No. FR11-027, for a total amount not to exceed $472,500. A 30% contingency is being proposed due to unforeseen conditions from damaged steel decking, plywood, and other substrate required to be replaced during removal of existing roofs. The estimated duration of these two combined projects is 150 calendar days. Page 1 of 3 PRIOR COMMITTEE/BOARD ACTIONS None ADDITIONAL INFORMATION Summary information on the bid opening for Plant 1 Roof Replacement Job No. FR11- 028 and Plant 2 Roof Replacement Job No. FR11-027 is as follows: Project Budget $ 1,000,000 Construction Contract Budget $ 725,000 Engineer's Estimate FR11-028 $ 300,000 Engineer's Estimate FR11-027 $ 425,000 Lowest Responsive, Responsible Bid $ 472,500 High Bid $ 783,992 Bidder Amount of Bid Danny Letner DBA Letner Roofing Company $ 472,500 BEST Contracting Services, Inc. $ 663,800 Orian Construction & Roofing $ 691,446 Waterproofing Experts $ 783,992 The existing building roofs are a combination of single ply thermoplastic membrane roofing and/or modified bituminous layered built-up roofing and will be repaired and replaced in kind. The repaired roofs will be under warranty for a period of 5 years and the new roofs will be under warranty for a period of 20 years from the date of acceptance by the manufacturer. Based on the age of these roofs (see table below), and assessment reports prepared by Commercial Roof Management in 2004/2005 and Weatherproofing Technologies Inc. in May, 2010 regarding roof condition and recommendations, these roofs need to be replaced. In the future, as a part of our long range Asset Management Program, it is recommended that four roofs a year be replaced due to the deteriorated condition of the roof covering, insulation, and leakage into the interior of the buildings during inclement weather. Page 2 of 3 Plant 1 Approximate Plant 2 Approximate Infrastructure Process Constructed Infrastructure Constructed Buildings Date Process Buildings Date Power Building 5 1979 12 KV Distribution A 1996 Sludge Recirculation 1978 Plant Water Pump 1970 Pump Station (RAS) Station Waste Sludge 1978 12 KV Distribution B 1994 Thickeners (DAF) or DAF Facility & Pump Room Power Building "C"* 1987 R & S Digester Pump 1982 Room CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This repair will be funded through the Small Capital Replacement/ Rehabilitation Project - SP-34 (Budget Update Fiscal Year 2012-2013 and 2013-2014 Misc. & Support Projects; Section 8— Page 111). This Small Capital fund is used to pay for capital repairs and/or direct replacements. The SP-34 budget is adequate to cover these two projects. Date of Approval Contract Amount Contingency 12/19/12 $472,500 $141,750(30%) ATTACHMENTS The following attachment(s) is included in hard copy and may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package and attachments., Draft Service Agreement (7 pages) JF:am Page 3 of 3 SERVICE AGREEMENT Plant 1 and 2 Roof Replacement Specification No. FR11.027 and FRI1-028 THIS AGREEMENT is made and entered into as of the date fully executed below by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and Company Name with a principal business at address (hereinafter referred to as"Contractor") collectively referred to as the "Parties". RECITALS WHEREAS, OCSD desires to retain the serves of Contra$r for roof replacement at OCSD plant numbers 1 and 2 ("Services"); and - WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Purchasing Resolution No. OCSD07-04; and WHEREAS, on aF Board of Directors of minute order, authorized execution of this Agreement be(ween OCSD and Contr WHEREAS, Contractor is qualified by virtue of experi ce, i ucation and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promisbs and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction W 1.1 This Agreement and all exhibits herett lied the "Agreement") is made by OCSD and Contractor. The Terms and Conditions herein exclusively govern the purchase of Services as described in a Scope of Work, attached hereto and incorporated herein by reference as Exhibit"A". ♦` 1.2 Exhibits to this Ag ement are incorporated by reference and made a part of this Agreement as though fully set forth at length herein. Exhibits to this Agreement are as follows in order of precedence: Exhibit"A" Scope of Work Exhibit"B" Exhibit"C" Exhibit"D" 1.3 In the event of any conflict or inconsistency between the provisions of this Agreement and any of the provisions of the exhibits hereto, the provisions of this Agreement shall in all respects govern and control. 1.4 The provisions of this Agreement may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.5 The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any Paragraph or provision hereof. Orange County Sanitation District 1 of Specification Nos. FR11-027&028 DRAFT CONTRACT DO NOT SUBMIT 1.6 The term "days", when used in the Agreement, shall mean calendar days, unless otherwise noted as business days. 1.7 The term "hours", when used in this Agreement, 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 project shall not exc d the total unt of and 00/00 Dollars ($ ). i1 3. Payments Payments shall be made upon approval by OCSD Engineer, John Falkenstein or his designee, of invoices submitted fOr'Work completed as described in Exhibit "A". OCSD, at its sole discretion, shall be the determining party as to whether the tasks and deliverables have bee tisfactoril pleted. 4. Invoices 4.1 OCSD I 'n 0 days of completion and rAI'2ip nd app*e by OCSD Engineer of an it in oice, in a form acceptable to OCSD to enable audit of the charges thereon. Contract all not pay less than the prevailin wage, if applicable. Invoices shall include the Purchase Order Number. 4.2 Invoices shall be mailed by Contractor to OCS ministration Office at the following address: Accounts Payable, Finance Department, Orange County Sanitation District, 10844 Ellis Avenue, Fountain Valley, CA 92708-7018# 5. Audit Rights Contractor agrees that, during the term of this Agreement and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Agreement. 6. Scope of Work Subject to the terms of this Agreement, Contractor shall perform the Services 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. Agreement Term The services provided under this Agreement shall be completed within 150 days from the date of notice to proceed. 9. Termination 9.1 OCSD reserves the right to terminate this Agreement for its convenience, with or without cause, in whole or in part, at any time, by written notice 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 Agreement (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Contractor for work performed Orange County Sanitation District 2 of 7 Specification Nos. FR11-027&028 DRAFT CONTRACT DO NOT SUBMIT (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 Agreement. Such notice of termination shall terminate this Agreement and release OCSD from any further fee, cost or claim hereunder by Contractor other than for work performed to the date of termination. 9.2 OCSD reserves the right to terminate this Agreement immediately upon OCSD'S determination that Contractor is not meeting specification requirements, if the level of service is inadequate, or any other default of this Agreement. 9.3 OCSD may also immediately cancel for default of this Agreement in whole or in part by written notice to Contractor: • if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or • if Contractor sells its business; or • if Contractor breaches any of the terms of this Agreement; or • if total amount of compensation exceeds the amount authorized under this Agreement. 9.4 All OCSD property in the possession or control of Contractor shall be returned t� Contractor to OCSD upon demand, or at the termination of this Agreement, whichever occu first. aa 10. Insure ee Contractor and all subcontractors shall purchase and maintain, th�Gghout the life of this Agreement and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit " "). Contractor shall not commence work under this Agreement 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 GQj a subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Agreement. 11. 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 Agreement, 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. 12. Warranty 12.1 Manufacturer's standard warranty shall apply. All manufacturer warranties will begin at date of completion of this Contact. 12.2 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 Agreement, 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). Orange County Sanitation District 3 of 7 Specification Nos. FR11-027&028 DRAFT CONTRACT DO NOT SUBMIT 13. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Agreement. 14. 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 Agreement. 15. Independent Contractor It is agreed that Contractor shall act and be an independent contractor and not an agent or employe OCS and shall obtain no rights to any benefits s.which accrue to OCSD'S employee 16. Limitations upon Subcontracting and Assignment Contractor shall not delegate any duties nor assign any rights under this Agreement without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 17. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by State, County, City and/or municipal laws, codes and/or tariffs thz4 pertain to work performed under the terms of this Agreement will be paid by Contractor. 16. Applicable Laws and Regulations Contra r shall comply with all applicable federal, state, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of Contractor's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Agre�Tent whether or not specifically referenced. 19. Familiarity with Work By executing this Agreement, 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 Agreement. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 20. 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 Contract as required by Labor Code Section 1774 of the State of California. 21. Governing Law This Agreement shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. Orange County Sanitation District 4 of Specification Nos. FR11-027&028 DRAFT CONTRACT DO NOT SUBMIT 22. Dispute Resolution 22.1 I_n the event of a dispute as to the construction or interpretation of this Agreement, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 22.2 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 connel5m 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 tllr>matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein.+ 23. Performance Time is of the essence in the peIrmance of this Agreement and the provisions hereof. r I 24. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Agreement, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Agreement or default thereunder. Any breach by 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 s0equent breach. 25. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or repudiates its obligations under this Agreement, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD ply (1)cancel the Agreement; (2) recover whatever amount of the purchase price OCSD has id, 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. 26. Survival The provisions of this Agreement dealing with Payment, Warranty, and Forum for Enforcement, shall survive termination or expiration of this Agreement. 27. Severability If any section, subsection, or provision of this Agreement, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Agreement or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 28. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. Orange County Sanitation District 5 of Specification Nos. FR11-027&028 DRAFT CONTRACT DO NOT SUBMIT 29. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 30. Damage to OCSD'S Properly 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. 31. Safety and Accident Prevention Contractor shall adhere to the Safety Requirements in htti)://www.ocsewers.com/safet . 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 Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any o er relief to w) he may be entitled. 33. Authority to Execute The persons executing this Agreement on behalf of the Wqies warrant that they are duly authorized to execute this Agreement and that by exeA this Agreement, the Parties are formally bound. 34. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 35. Regulatory Requirements Contractor shall o al k under this Agreement in strict conformance with applicable federal, state, an regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, and 261, Title 22, 23, and California Water Codes Division 2. 36. Authority to Execute The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the Parties are formally bound. 31. Read and Understood By signing this Agreement, Contractor represents that he has read and understood the terms and conditions of the Agreement. 38. Entire Agreement This Agreement constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 6 of 7 Specification Nos. FR11-027&028 DRAFT CONTRACT DO NOT SUBMIT 39. Notices All notices under this Agreement must be in writing. Written notice shall be sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Any facsimile notice must be followed within three (3) days by written notice. All notices shall be effective when first received at the following addresses: OCSD: Clarice M. Marcin Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: !hereto IN WITNESS W the Partieave hereunto set t� ar indicated bel COUN SANITATION DISTRI Dated: By: hair Bol of Directors Dated: y: C of the Board Dated: Contracts/Purchasing Manager COMPANY Date By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District Approved as to Form: Clarice M. Marcin Date Senior Contracts Administrator Orange County Sanitation District 7 of 7 Specification Nos. FR11-027&028 DRAFT CONTRACT DO NOT SUBMIT OPERATIONS COMMITTEE Meeting Date Toad.0111M. 12/05/12 12/19/12 AGENDA REPORT Item Number Ham Number 0 Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Jim Herberg, Assistant General Manager Project Manager: Jeff Mohr SUBJECT: SLUDGE DEWATERING AND ODOR CONTROL AT PLANT NO. 2, PROJECT NO. P2-92 GENERAL MANAGER'S RECOMMENDATION Approve a contingency increase of$568,296 (10%) to the Professional Design Services Agreement with Brown and Caldwell for Sludge Dewatering and Odor Control at Plant No. 2, Project No. P2-92, for a total contingency of$1,136,592 (20°/%). SUMMARY The Sludge Dewatering and Odor Control at Plant No. 2, Project No. P2-92, will replace dewatering facilities that have reached the end of their service life. Based on the Long Range Biosolids Master Plan, a newer dewatering technology, centrifuges, will be utilized to reduce biosolids disposal costs. The project will also incorporate odor control improvements to contain and treat odors associated with dewatering and truck loading. Recently, the use of a biological technology to treat dewatering odors was selected to reduce long-term operating costs and chemical usage. This technology requires design changes that used most of the original Professional Design Services Agreement (PDSA) contingency budget. Meanwhile, a Value Engineering Study will be conducted to identify changes that will result in cost savings. This increase in the PDSA contingency will be available to fund additional design services associated with the Value Engineering Recommendations. These changes would only be made if the additional design costs are more than offset by other savings. PRIOR COMMITTEEIBOARD ACTIONS July 2011 - Approved a Professional Design Services Agreement with Brown and Caldwell for Sludge Dewatering and Odor Control at Plant No. 2, Job P2-92, providing for engineering design services for the amount not to exceed $5,682,963 and approved a contingency of$568,296 (10%). ADDITIONAL INFORMATION None. Page 1 of 2 CEQA At the December 19, 2012 regular meeting, the Board will consider certification of the Supplemental Environment Impact Report for this project. 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 98). Date of Approval Contract Amount Contingency 07/27/11 $5,682,963 $568,296 (10%) 12/19/12 $568,296 (10%) $1,136,592 (20%) JM:dm:gc Page 2 of 2 OPERATIONS COMMITTEE Meeting Date I To ad.of DV 1VO5/12 _ AGENDA REPORT Item Item Number Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: DEZURIK VALVE PURCHASE FOR THE MAINTENANCE REPAIR OF "M" DIGESTER GENERAL MANAGER'S RECOMMENDATION Authorize the Sole Source Purchase of DeZURIK Valves and Operators for the maintenance repair of"M" Digester for an amount not to exceed $138,500. SUMMARY Digesters are operated at each treatment plant to convert energy stored in the organic sludge received from the primary and secondary treatment processes into digester gas which is used to power 60% of our treatment processes. The final product, biosolids, is transported offsite for reuse or disposal. Digesters are taken out of service periodically to complete scheduled in-depth maintenance repairs. The valves on Plant No. 2's Digester "M" have been in service for approximately 10 years and are due for replacement. There are 26 valves that are being replaced ranging in size from 6 inches to 16 inches. The District has experienced multiple failures with Clow valves and has instituted a planned program to replace all Clow valves with DeZURIK valves when digesters are shut-down for in-depth maintenance. DeZURIK valves have a proven track record of outperforming the Clow valves. Additionally, this provides for standardization of parts and training throughout the District resulting in increased efficiency and reduced costs for maintenance. PRIOR COMMITTEE/BOARD ACTIONS In May 2007, the Board approved a list of equipment required to maintain, service, or replace existing Original Equipment Manufacturer equipment in OCSD facilities that cannot be substituted due to functionality and integration with existing systems, or are available from only one source for manufacturers. DeZURIK valves and operators were included on this approved list. Board item: OEM SSJ: 5/23/07, M.O. ITEM 11 (p) ADDITIONAL INFORMATION N/A CEQA N/A Page 1 of 2 BUDGET / DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted. Page 2 of 2 OPERATIONS COMMITTEE Meeting Dare TOBd.Of DIl. 1V05112 12/19/12 AGENDA REPORT Item Number Item Number u Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: AMENDMENT OF RESOLUTION NO. OCSD 07-04 AND PURCHASE OF FERRIC CHLORIDE, SPECIFICATION NO. C-2013-553BD GENERAL MANAGER'S RECOMMENDATION A. Adopt Resolution No. OCSD 12- XX, to Amend Section 4.09 Request for Proposal Procedure of Resolution No. OCSD 07-04 entitled "Establishing Policies And Procedures For: The Award Of Purchase Orders And Contracts; Public Works Project Contracts; Professional Services Contracts; And Delegation Of Authority To Implement Said Policies And Procedures." B. Authorize the General Manager to initiate a request for proposal process and recommend multiple contract awards for the purchase of ferric chloride (Specification No. C-2013-55313D), for the period of July 1, 2013 through June 30, 2014, with four one-year renewal options. SUMMARY A. Resolution No. OCSD 07-04 entitled "Establishing Policies And Procedures For: The Award Of Purchase Orders And Contracts; Public Works Project Contracts; Professional Services Contracts; And Delegation Of Authority To Implement Said Policies And Procedures" (hereinafter, "Purchasing Policy"), Section 4.09 permits the District to follow a Request for Proposal ("RFP") solicitation process in lieu of competitive bidding when goods or services to be procured, are difficult to quantify or describe, and where proposers may offer different solutions. The RFP solicitation process, as written, however, is not available to other goods and services that can be quantified or described, such as the purchase of chemicals. District staff has determined that for such goods or services that are critical, routine or recurring to the District's operations, the District would like to consider other factors, other than just price, as a basis to award one or more contracts. Some of these other factors may include consideration of the broadest possible range of competing products and materials available, fitness of purpose, performance reliability, standardization, life cycle costs, delivery timetables, reliable supply, support logistics, diversification of available sources and/or other similar factors in addition to the price in the award of these contracts. As a result, the proposed amendment to Section 4.09 of the Purchasing Policy is herein requested. Page 1 of 4 B. Annually, the District spends around $5 million for the purchase of 6,000 dry tons of ferric chloride for in-plant process use. This in-plant ferric chloride is used to enhance settling of solids in the primary treatment process which reduces biosolids hauling costs, increases digester gas production and reduces the capital expenses related to the physical size necessary for the secondary treatment process. In addition, ferric chloride also controls the hydrogen sulfide concentration in digester gas which is regulated by the South Coast Air Quality Management District, enabling the digester gas to be utilized for power generation. Therefore, ferric chloride enables the District to simultaneously meet its level-of-treatment goals and regulatory compliance requirements. Currently, no viable chemical or technology substitute is available which can effectively replace the function and utility of ferric chloride. In the event of an extended disruption of ferric chloride supply, the implications include air quality permit violation and increased operating costs. SCAQMD fines related to non- compliance with air quality permits are expected to be a minimum of $5,000 per day. The additional biosolids hauling and power consumption costs related to not conducting enhanced settling in the primary process is expected to be about $10,000 per day. Also, as the digester gas with high hydrogen sulfide cannot be used for powering the Central Power Generation engines, additional electrical power would have to be purchased at an estimated cost of$14,500 per day. The District has been dependent on a single supplier to meet its ferric chloride needs for over fifteen years. The 2010 District's Chemical Sustainability Study identified ferric chloride as one of the two most critical chemicals for District operation. It also highlighted the potential supply disruption and price escalation risks associated with this single-supplier based system. Given the criticality of sustainable ferric chloride, a long-term, proactive supply-chain risk mitigation plan for the District is vital. The proposed risk mitigation plan seeks to develop and promote a long-term, healthy supply-side competition by leveraging recent opportunities related to new entrants to the ferric chloride market. For the new supply contract term beginning July 1, 2013, the plan is to award a potential multiple-supplier contract for a one-year term with four additional one- year contract renewal options. The proposed Request for Proposal process will solicit information that staff will use to determine the company's qualifications and ability to reliably manufacture and deliver ferric chloride. Price proposals from qualified firms will be sought for each 1,000 dry tons/year increments up to 6,000 dry tons/year total demand. Based upon the price proposals, unit costs for each of the potential award scenarios to multiple vendors will be calculated. The contract award will be made to multiple vendors for the scenario which has the minimum cost. Staff will utilize prevailing market and historical District price data to ensure pricing is competitive and at market. Page 2 of 4 PRIOR COMMITTEE/BOARD ACTIONS February 2007 — Board Adoption of Resolution No. OCSD 07-04. ADDITIONAL INFORMATION Iron salts, which include ferric chloride, are widely used to enhance settling in various industries including water treatment, wastewater treatment, pulp and paper and mining. In the wastewater treatment sector iron salts are also extensively utilized for odor control in sewer trunks due to its ability to bind with hydrogen sulfide. The supply-side of the iron salt market in the United States is dominated by three main companies: Kemira, PVS Technologies, and Pencco. Kemira manufactures its iron salts at its plants located in Fontana and Mojave in California; East Chicago, Indiana; Baltimore, Maryland, and in Delaware. PVS Technologies iron salt plants are located in Detroit, Michigan and in Augusta, Georgia. PVS also has a small joint venture in California Water Technologies (CWT) located in Santa Fe Springs, California. Pencco's plants are located in Vernon, California; Dallas, Texas, and in Middle Essex, North Carolina. A fourth company, US Magnesium produces ferric chloride as a byproduct at its plant in Utah which is sold to Kemira, who mainly markets it in Northern California. "Pickle Liquor" a waste byproduct of steel mills, iron ore and scrap iron along with sulfuric and hydrochloric acids are the major raw materials involved in the production of these iron salts, and thus, production is usually located in close proximity to steel mills and rail spurs are vital. Sales are regionally based around each manufacturing plant due to the high cost of freight as the iron salts are heavy. Locally, in Southern California, the annual demand for iron salts related to large wastewater and water treatment operations such as the District, Los Angeles County Sanitation (LACSD), City of Los Angeles and City of San Diego and water treatment operations such as the Metropolitan Water District is estimated at about 90,000 dry tons per year valued at about $60 million. Until recently, this Southern California demand was met mostly through Kemira's operations in Fontana and Mojave with CWT's plant in Santa Fe Springs providing a relatively small portion. LACSD recently took advantage of the multi-vendor scenario by awarding Pencco, which recently established an iron salts production facility in Vernon, California, with almost half of the their iron salt requirement for its contract beginning January 1, 2013. Inclement weather, accidents involving rail traffic and natural disasters including earthquakes have historically been the causes for disruption in chemical supplies. The District has experienced disruptions with the supply of hydrogen peroxide and cationic polymer. These events turned into a crisis situation as the procurement of these chemicals from an alternative source was not viable in the absence of a backup. In the past, the District has not experienced any ferric chloride supply disruption. However, given the large quantity required and the absence of another viable supplier, Page 3 of 4 the consequences of a ferric chloride supply disruption may be very serious, resulting in potential regulatory compliance violations and severe financial consequences. Without having a contract in place with a second supplier, and if the District's one current supplier was unable to deliver its product, staff is not confident that the District would be able to enter into an emergency contract with another ferric chloride supplier because most likely the other users of ferric chloride in our region would be impacted and those agencies with existing multiple supplier contracts would have preference to the chemicals. Furthermore, larger users of ferric chloride such as LACSD and MWD would also have preference because of the larger dollar amount of their contracts. The District needs to contract with multiple local suppliers to protect against potential disruption from a single-source supply chain. CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. Date of Approval Contract Amount Continaencv 12/19/12 N/A N/A ATTACHMENTS The following attachment(s) is included in hard copy and may be viewed on-line at the OCSD website (mm w.ocsd.coml with the complete agenda package and attachments: ( Resolution No. OCSD 12-XX, Amending Section 4.09 of Resolution No. OCSD 07-04 DH:SSB:ysh Page 4 of 4 RESOLUTION NO. OCSD 12-XX A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT AMENDING SECTION 4.09 REQUEST FOR PROPOSAL PROCEDURE OF RESOLUTION NO. OCSD 07-04 TO EXPAND THE REQUEST FOR PROPOSAL PROCEDURE TO INCLUDE THE PURCHASE OF CRITICAL, ROUTINE, OR RECURRING GOODS OR SERVICES AND TO DEFINE BEST VALUE WHEREAS, the Orange County Sanitation District ("District") is a duly organized County Sanitation District existing pursuant to the County Sanitation District Act, California Health and Safety Code section 4700, at seq., providing for the ownership, operation, and maintenance of wastewater collection, treatment, and disposal facilities within Orange County, California; and WHEREAS, California Government Code section 54202 requires that every local agency adopt policies and procedures, including bidding regulations governing purchases of supplies, services, materials and equipment, and that purchases of supplies, services, materials and equipment by the local agency be in accordance with said duly adopted policies; and WHEREAS, on February 28, 2007, the District adopted Resolution No. OCSD 07-04 entitled: "A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE COUNTY SANITATION DISTRICT (DISTRICT OR OCSD) ESTABLISHING POLICIES AND PROCEDURES FOR THE AWARD OF PURCHASE ORDERS AND CONTRACTS; AWARD OF PUBLIC WORKS PROJECT CONTRACTS; AWARD OF PROFESSIONAL SERVICES CONTRACTS; AND DELEGATION OF AUTHORITY TO IMPLEMENT SAID POLICIES AND PROCEDURES; AND REPEALING RESOLUTION NO. OCSD 06-28" (hereinafter, "Purchasing Policy"); and WHEREAS, Section 4.09, entitled "Request for Proposal Procedure," of the Purchasing Policy permits the use of a Request for Proposal ("RFP") solicitation process in lieu of the competitive bidding process for goods and services that prove difficult to quantify or describe; and WHEREAS, District staff has determined that there is a need to expand the use of the RFP solicitation process for critical, routine or recurring goods or services such as, but not limited to, the purchase of chemicals, in order to purchase such goods or services based upon a consideration of the broadest possible range of competing services, products and materials available, fitness of purpose, performance reliability, standardization, life cycle costs, delivery timetables, reliable supply, support logistics, and/or other similar factors in addition to the price in the award of these contracts. NOW, THEREFORE, in consideration thereof, the Board of Directors of the Orange County Sanitation District, does hereby resolve, declare, determine, and order as follows: Section 1: All of the recitals herein contained are true and correct. Page 1 of 2 Section 2: The first paragraph of Section 4.09, entitled 'Request for Proposal Procedure" is deleted in its entirety and replaced as follows: If the Contracts / Purchasing Manager determines that the competitive bidding process is not practical or advantageous for OCSD in a particular case, he or she may award one or more contracts following a Request for Proposal ('RFP") solicitation process. The RFP process may be used (i) for goods or services that prove difficult to quantify or describe, where Proposers may offer different approaches or solutions; and/or (ii) for critical, routine or recurring goods or services that require consideration of the broadest possible range of competing services, products and materials available, fitness of purpose, performance reliability, standardization, life cycle costs, delivery timetables, reliable supply, support logistics, diversification of available sources and/or other similar factors in addition to the price in the award of these contracts. Award shall be based upon criteria identified in the solicitation which provide the best value for OCSD, wherein, best value is not solely determined by price. "Best value" means the overall combination of quality, price, and other elements of a proposal (or combination of several proposals) that, when considered together, provide the greatest overall benefit in response to the requirements described in the solicitation documents. Section 3: Unless specifically amended herein, the remaining provisions of the Purchasing Policy shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Resolution and any provisions of the Purchasing Policy, the provision of this Resolution shall in all respects govern and control. Section 4: This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED at a regular meeting held on December 19, 2012. Troy Edgar, Chair ATTEST: Maria Ayala, Clerk of the Board Page 2 of 2 OPERATIONS COMMITTEE Meeting Date To Bd.ofDir. 12,05,12 — AGENDA REPORT Item Number Ham Number 3 Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Jim Herberg, Assistant General Manager Project Manager: Jeff Mohr SUBJECT: SLUDGE DEWATERING AND ODOR CONTROL AT PLANT NO. 2, PROJECT NO. P2-92 GENERAL MANAGER'S RECOMMENDATION Information Only SUMMARY • The Orange County Sanitation District's (Sanitation District) Board of Directors will consider certification of the Supplemental Environmental Impact Report (SEIR) for the Sludge Dewatering and Odor Control at Plant No. 2, Project No. P2-92, at its December 19, 2012 regular meeting. The Operations Committee has requested that all such CEQA action considerations be presented to the Committee prior to the Board of Directors. • The Sludge Dewatering and Odor Control at Plant No. 2, Project No. P2-92, will replacing dewatering facilities that have reached the end of their service life. A newer dewatering technology, centrifuges, will be utilized and will reduce Biosolids management costs. • The SEIR for the project found that there are no new significant impacts on the environment. The original Program EIR and supporting documents for the Secondary Treatment Improvements had identified potentially significant impacts from noise, air quality, traffic, and cumulative area impacts. • The SEIR was circulated for a 45-day public review on October 17. The public review period ends December 2, 2012. As of the time of this writing, no comments have been received on the Draft SEIR. • Any comments received prior to certification of the document will be presented at the Operations Committee meeting on December 5, 2012 and at the Board meeting on December 19, 2012. PRIOR COMMITTEE/BOARD ACTIONS The recommended action is within the scope of the Subsequent Environmental Impact Report for the Secondary Treatment and Plan Improvement Project, dated March 2005. The Subsequent Environmental Impact Report for the Secondary Treatment and Plan Page 1 of 2 Improvement Project supplements the Sanitation District's Strategic Plan Program Environmental Impact Report (PEIR) was certified in October 1999. Pursuant to CEQA Guidelines section 15168(c) (4), the Sanitation District will use a written checklist to document its evaluation of the recommended action, and has determined that the recommended action required additional environmental review. CEQA May 2005 — Adopt Resolution No. OCSD 05-13, Certifying the Subsequent Environmental Impact Report for the Secondary Treatment and Plant Improvement Project. JM:dm:gc Page 2 of 2