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HomeMy WebLinkAbout03-27-2019 Board Meeting Agenda Packet Orange County Sanitation District Wednesday, March 27, 2019 Regular Meeting of the s, 6:00 P.M. BOARD OF DIRECTORS Board Room 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 AGENDA CALL TO ORDER (Board Chairman David Shawver) INVOCATION AND PLEDGE OF ALLEGIANCE (Phil Hawkins, Yorba Linda Water District) ROLL CALL (Clerk of the Board) DECLARATION OF QUORUM (Clerk of the Board) PUBLIC COMMENTS: If you wish to address the Board of Directors on any item, please complete a Speaker's Form (located at the table outside of the Board Room) and submit it to the Clerk of the Board or notify the Clerk of the Board the item number on which you wish to speak. Speakers will be recognized by the Chairperson and are requested to limit comments to three minutes. SPECIAL PRESENTATIONS: Employee Service Awards REPORTS: The Board Chairperson and the General Manager may present verbal reports on miscellaneous matters ofgeneral interest to the Directors. These reports are for information only and require no action by the Directors. CONSENT CALENDAR: Consent Calendar Items are considered to be routine and will be enacted, by the Board of Directors,after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve the minutes of the Special Meeting of the Board of Directors held on February 20, 2019 and the Regular Meeting of the Board of Directors held on February 27, 2019. 03/27/2019 OCSD Boad of Directors'Agenda Page 1 of 5 RECEIVE AND FILE: These items require no action; and without objection, will be so ordered by the Board Chair. 2. COMMITTEE MINUTES (Clerk of the Board) RECOMMENDATION: Receive and file the approved minutes of the following committees: A. Steering Committee Meeting of January 23, 2019 B. Operations Committee Meeting of February 6, 2019 C. La PA Committee Meeting of February 11, 2019 D. Administration Committee Meeting of February 13, 2019 E. Headquarters Committee Ad Hoc Meeting of March 4, 2019 3. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF FEBRUARY 2019 (Lorenzo Tyner) RECOMMENDATION: Receive and file the report of the Investment Transactions for the month of February 2019. OPERATIONS COMMITTEE: 4. OCEAN OUTFALL SYSTEM REHABILITATION, PROJECT NO. J-117 (Kathy Millea) RECOMMENDATION: A. Approve a Professional Services Agreement with Schweitzer Engineering Laboratories (SEL) to provide final design, programming, testing, commissioning, and training for a load-shedding system and electrical power system protective relays for Ocean Outfall System Rehabilitation, Project No. J-117, Outfall Low Flow Pump Station, Contract No. J-117B, for a total amount not to exceed $1,100,000; and B. Approve a contingency of$110,000 (10%). 5. ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2, PROJECT NO. PS17-03 (Kathy Millea) RECOMMENDATION: A. Approve a Professional Services Agreement with Lettis Consultants International, Inc. to provide engineering services for the Active Fault Location Study at Plant No. 2, Project No. PS17-03, for an amount not to exceed $882,430; and B. Approve a contingency of$88,243 (10%). 03/27/2019 OCSD Boad of Directors'Agenda Page 2 of 5 6. SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126 (Kathy Millea) RECOMMENDATION: A. Receive and file Bid Tabulation and Recommendation for MMC, Inc. for Safety Improvements Program: NFPA 820 Improvements at Plant 1 and Plant 2, Contract No. J-126C; B. Award a Construction Contract to MMC, Inc. for Safety Improvements Program: NFPA 820 Improvements at Plant 1 and Plant 2, Contract No. J-126C, for a total amount not to exceed $469,000; and C. Approve a contingency of$46,900 (10%). 7. HEADWORKS REHABILITATION AT PLANT NO. 1, PROJECT NO. P1-105 (Kathy Millea) RECOMMENDATION: A. Approve a budget increase of$36,000,000 for Headworks Rehabilitation and Expansion at Plant No.1, Project No. P1-105, for a total budget amount of $406,000,000; and B. Approve a contingency increase of $5,083,398 (29%) to the Professional Design Services Agreement with Carollo Engineers for the Headworks Rehabilitation and Expansion at Plant No. 1, Project No. P1-105, for a total contingency amount of$8,939,398 (51%). ADMINISTRATION COMMITTEE: 8. INDUSTRIAL HYGIENE SERVICES (Celia Chandler) RECOMMENDATION: Approve a Professional Services Agreement for Arcadis U.S., Inc. to provide Industrial Hygiene Services, Specification No. S-2018-1008, for a total amount not to exceed $500,000 for a one-year period beginning May 1, 2019 through April 30, 2020, with four (4) one-year renewal options. LEGISLATIVE & PUBLIC AFFAIRS COMMITTEE: None. STEERING COMMITTEE: 9. ORANGE COUNTY SANITATION DISTRICT/ORANGE COUNTY WATER DISTRICT JOINT AGREEMENT FOR GWRS FINAL EXPANSION (Kathy Millea) RECOMMENDATION: Approve the Second Amendment to the Second Amended and Restated Joint Exercise of Powers Agreement for the Development, Operation, 03/27/2019 OCSD Boad of Directors'Agenda Page 3 of 5 and Maintenance of the Groundwater Replenishment System and Green Acres Project between Orange County Sanitation District and Orange County Water District, in a form approved by General Counsel. NON-CONSENT: None. INFORMATION ITEMS: None. AB 1234 DISCLOSURE REPORTS: This item allows Board members to provide a brief oral report regarding the disclosure of outside committees, conferences, training, seminars, etc. attended at the Agency's expense, per Government Code§53232.3(d). CLOSED SESSION: During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chairperson may convene the Board in closed session to consider matters of pending real estate negotiations,pending or potential litigation,orpersonnel matters,pursuant to Government Code Sections 54956.8, 54956.9, 54957 or 54957.6, as noted. Reports relating to (a) purchase and sale of real property; (b) matters of pending or potential litigation; (c)employment actions or negotiations with employee representatives; or which are exempt from public disclosure under the California Public Records Act, may be reviewed by the Board during a permitted closed session and are not available for public inspection. At such time the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. CONVENE IN CLOSED SESSION. (1) CONFERENCE WITH LEGAL COUNSEL RE ANTICIPATED LITIGATION (Government Code Section 54956.9(d)(2)) Number of Cases: 1 Significant exposure to litigation: Claim of Richard Spencer (2) CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION (Government Code Section 54956.9(d)(1)) Number of Cases: 1 Carlos Quiroz v. Orange County Sanitation District, at al., Orange County Superior Court, Central Justice Center, Case No. 30-2018-01014725. (3) CONFER WITH LABOR NEGOTIATORS (Government Code Section 54957.6) Agency Designated Representatives: Laura Kalty, Liebert Cassidy Whitmore; James Herberg; Lorenzo Tyner; and Celia Chandler. 03/27/2019 OCSD goad of Directors'Agenda Page 4 of 5 Employee Organizations: 3 • International Union of Operating Engineers, Local 501; Orange County Employees Association; and the Supervisors and Professionals Group. RECONVENE IN REGULAR SESSION. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: Adjourn the meeting until the Regular Meeting of the Board of Directors on April 24, 2019 at 6:00 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)593-9433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda Postina: 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 10644 Ellis Avenue,Fountain Valley,California,and on the Sanitation District's websile at www.ocsd.com not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board. Agenda Description: The agenda provides a brief general description of each item of business to be considered or discussed. The recommended action does not indicate what action will be taken. The Board of Directors may take any action which is deemed appropriate. NOTICE TO DIRECTORS: To place items on the agenda for a Committee or Board Meeting, items must be submitted to the Clerk of the Board 14 days before the meeting. Kelly A.Lore,MMC Clerk of the Board (714)593-7433 klore(ftcsd.com For any questions on the agenda, Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherberaCdocsd.com Assistant General Manager Lorenzo Tyner (714)593-7550 INner(olocsd.com Assistant General Manager Rob Thompson (714)593-7310 rthomosomoZocsd.com Director of Human Resources Celia Chandler (714)593-7202 cchandler(glocsd.com Director of Engineering Kathy Milles (714)593-7365 kmillea(a)omd.com Director of Environmental Services VACANT 03/27/2019 OCSD Board of Directors'Agenda Page 5 of 5 ITEM NO. 1 Orange County Sanitation District MINUTES SPECIAL BOARD MEETING Board Orientation February 20, 2019 �oJN.�y SAN1TgT�Qy 2 U � c ? O y HE Administration Building 10844 Ellis Avenue Fountain Valley, California 92708-7018 ROLL CALL A Special meeting of the Board of Directors of the Orange County Sanitation was called to order by Chair David Shawver on February 20, 2019 at 3:03 p.m. in the Administration Building. Director Andrew Nguyen led the Pledge of Allegiance. The Clerk of the Board noted a quorum present as follows: ACTIVE DIRECTORS ALTERNATE DIRECTORS X David Shawver, Chair Carol Warren X Brad Avery Joy Brenner Allan Bernstein X Chuck Puckett Doug Chaffee Michelle Steel X Robert Collacott NONE Ellery Deaton X Sandra Massa-Lavitt X James M. Ferryman Bob Ooten X Phil Hawkins Brooke Jones Steven Jones X John O'Neill X Peter Kim Marshall Goodman X Lucille Kring Denise Barnes Mark Murphy Kim Nichols Richard Murphy X Dean Grose X Steve Nagel X Patrick Harper X Andrew Nguyen Al Krippner Glenn Parker Steven Vargas Erik Peterson Mike Posey Roman Rayne X Cecilia Iglesias Tim Shaw Tom Beamish Jesus Silva X Jan Flory X Fred Smith Sunny Park Donald Wagner X Anthony Kuo Chad Wanks Ward Smith X John Withers Douglas Reinhart Mariellen Yarc Stacy Berry STAFF MEMBERS PRESENT: Jim Herberg, General Manager; Rob Thompson, Assistant General Manager; Lorenzo Tyner, Assistant General Manager; Celia Chandler, Director of Human Resources; Kathy Millea, Director of Engineering; Kelly Lore, Clerk of the Board; Bob Bell; Jennifer Cabral; Rod Collins; Tina Knapp; Rebecca Long; Kathy Millea; Andrew Nau; Tyler Ramirez; and Wally Ritchie. OTHERS PRESENT: Brad Hogin (General Counsel); Austin Mejia, Supervisor Chaffee's office. 02/20/2019 OCSD Board of Diredom'SPECIAL MEETING Agenda Page 1 of 3 PUBLIC COMMENTS: None. Board Member Orientation began with the following PowerPoint presentations and presenters and followed by a tour of Plant No. 1. 1. WELCOME - BOARD MEMBER ROLES AND RESPONSIBILITIES (Dave Shawver, Board Chairman) 2. OCSD HISTORY AND FUTURE (Jim Herberg, General Manager) 3. BOARD SERVICES OVERVIEW (Kelly Lore, Clerk of the Board) 4. TRANSPARENCY AND ETHICS (Brad Hogin, General Counsel) 5. OCSD FINANCES (Lorenzo Tyner, Assistant General Manager) 6. CAPITAL IMPROVEMENT PROGRAM (Kathy Millea, Director of Engineering) 7. WORKFORCE PLANNING (Celia Chandler, Director of Human Resources) 8. OCSD PLANT NO. 1 TOUR (Rob Thompson Assistant General Manager) ADJOURNMENT: At 4:50 p.m. Board Vice-Chair Withers adjourned the meeting until the Regular Board Meeting of the Board of Directors on February 27, 2019 at 6:00 p.m. Submitted by: Kelly A. Lore, MMC Clerk of the Board 02/20/2019 OCSD Board of Directors'SPECIAL MEETING Agenda Page 2 of 3 Orange County Sanitation District MINUTES BOARD MEETING February 27, 2019 O NS AHI Tgr�Oy � 9 O y 9°r � p •A�2~ �cr�N H ENV`�p� Administration Building 10844 Ellis Avenue Fountain Valley, California 92708-7018 0 212 712 01 9 Minutes of Board Meeting Page 1 of 11 ROLL CALL A regular meeting of the Board of Directors of the Orange County Sanitation District was called to order by Board Chairman David Shawver on February 27, 2019 at 6:10 p.m. in the Administration Building. Vice-Chairman John Withers delivered the invocation and led the Pledge of Allegiance. Clerk of the Board Kelly Lore provided Late Communication received from the City of Seal Beach and the City of Villa Park regarding recent appointments to the Board of Directors. 1. RECEIVE AND FILE MINUTE EXCERPTS OF MEMBER AGENCIES RELATING TO APPOINTMENTS TO THE ORANGE COUNTY SANITATION DISTRICT BOARD OF DIRECTORS (Clerk of the Board) AGENCY DIRECTOR ALT. DIRECTOR City of Cypress Mariellen Yarc Stacy Berry City of Fullerton Jesus J. Silva Jan Flory City of Orange Mark Murphy Kim Nichols Irvine Ranch Water District John Withers Doug Reinhart County Board of Supervisors Doug Chaffee Michelle Steel City of Seal Beach Sandra Massa-Lavitt Schelly Sustarsic City of Villa Park Robert Collacott Chad Zimmerman Chair Shawver introduced and welcomed all the newly appointed Board members in attendance. The Clerk of the Board declared a quorum present as follows: ACTIVE DIRECTORS ALTERNATE DIRECTORS X David Shawver, Chair Carol Warren X Brad Avery Joy Brenner X Allan Bernstein Chuck Puckett X Robert Collacott Chad Zimmerman X Sandra Massa-Lavitt Schelly Sustarsic X James M. Ferryman Bob Ooten X Phil Hawkins Brooke Jones X Steven Jones John O'Neill X Peter Kim Marshall Goodman Lucille Kring X Denise Barnes X Andrew Nguyen Al Krippner A Mark Murphy Kim Nichols X Richard Murphy Dean Grose X Steve Nagel Patrick Harper X Glenn Parker Steven Vargas A Erik Peterson Mike Posey 02/27/2019 Minutes of Board Meeting Page 2 of 11 Roman Rayne X Cecilia Iglesias Tim Shaw X Tom Beamish X Jesus Silva Jan Flory X Fred Smith Sunny Park X Doug Chaffee Michelle Steel A Donald P. Wagner Anthony Kuo X Chad Wanke Ward Smith X John Withers Douglas Reinhart X Mariellen Yarc Stacy Berry STAFF MEMBERS PRESENT: Jim Herberg, General Manager; Rob Thompson, Assistant General Manager; Lorenzo Tyner, Assistant General Manager; Celia Chandler, Director of Human Resources; Kathy Millea, Director of Engineering; Kelly Lore, Clerk of the Board; Jennifer Cabral; Don Cutler; Mike Dorman; Al Garcia; Tina Knapp; Jeff Mohr; Tyler Ramirez; Wally Ritchie; and Chris Stacklin. OTHERS PRESENT: Brad Hogin (General Counsel); Alternate Directors: Bob Ooten (CMSD), Steve Vargas (Brea), John O'Neill (Garden Grove), and Schelly Sustarsic (Seal Beach); Nabil Saba and Cesar Barrera, City of Santa Ana; Garreth Spili, Ninyo & Moore; and Austin Mejia, Supervisor Chaffee's office. PUBLIC COMMENTS: None. Chair Shawver announced that late communication regarding changes to Items No. 1 and 5 were provided by the Clerk of the Board and are in the blue books. SPECIAL PRESENTATIONS: None. REPORTS Chair Shawver reported that Board Member Orientation took place on Wednesday, February 20 where more than 25 Board Members, Alternates, and staff attended the workshop. He stated that a brief survey was provided to the Directors for their input and stated that Orientation binders and personal tours are available if any Director was unable to attend. Chair Shawver announced that Honor Walk Ceremony will take place at 4 p.m. priorto the May 22 Steering Committee meeting and that applications are now being accepted through March 8. He stated that the program honors retired, former employees and Board Members who have made a significant contribution to OCSD. 02/27/2019 Minutes of Board Meeting Page 3 of 11 Chair Shawver reported on his recently attended events including: February 21 a'American Society of Civil Engineers-Orange County Branch recognition dinner where the Newhope- Placentia Trunk Sewer Replacement Project was named the Wastewater Treatment Project of the Year; February 22nd ACC-OC Policy Forum & Infrastructure Tour; and the February 25th Seal Beach City Council meeting recognition for outgoing Board Member Ellery Deaton. General Manager Jim Herberg reported on the following: Introduction of the newly appointed Director of Engineering, Kathy Millea; proposed update to Wastewater Discharge Ordinance No. OCSD48 to address potential water cremation waste and other administrative and regulatory changes; and the recent Main Street Pump Station Emergency sewage leak. Mr. Herberg thanked the cities of Santa Ana, Irvine, County of Orange, and Irvine Ranch Water District for assistance with the recent leak. Mr. Herberg introduced Assistant General Manager Lorenzo Tyner who reported that OCSD's Deferred Compensation consultant notified OCSD of a cyber-attack on their system where downloaded personal information of approximately 1,000 current and retired OCSD employees and Board Members from the consultant's system, including OCSD Deferred Compensation Participants' names, social security numbers, and dates of birth, were breached. He stated that the consultant will be sending all OCSD participants a letter with additional information and offering a credit monitoring service at no cost and that staff will continue to monitor this situation and will provide updates as available. Director Wanks departed the meeting at 6:24 p.m. CONSENT CALENDAR: 2. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve the minutes of the Regular Meeting of the Board of Directors held on January 23, 2019. AYES: Avery; Beamish (Alternate); Bernstein; Collacott; Ferryman; Hawkins; Iglesias (Alternate); Jones; Kim; Massa-Lavitt; R. Murphy; Nagel; Nguyen; Parker; Shawver; Silva; F. Smith; Withers and Yarc NOES: None ABSTENTIONS: Barnes (Alternate) and Chaffee ABSENT: M. Murphy; Peterson; Wagner; and Wanke RECEIVE AND FILE: These items require no action; and without objection, will be so ordered by the Board Chair. 3. COMMITTEE MINUTES (Clerk of the Board) Received and filed the approved minutes of the following committees: A. La PA Committee Meeting of December of December 10, 2018 B. Administration Committee Meeting of December 12, 2018 02/27/2019 Minutes of Board Meeting Page 4 of 11 C. Steering Committee Meeting of December 23, 2018 D. Operations Committee Meeting of January 16, 2019 4. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF JANUARY 2019 (Lorenzo Tyner) Received and filed the report of the Investment Transactions for the month of January 2019. 5. RECEIVE AND FILE APPOINTMENTS TO THE ORANGE COUNTY SANITATION DISTRICT BOARD OF DIRECTORS COMMITTEE LIST (Clerk of the Board) Received and filed the amended Current Committee list dated February 12, 2019. OPERATIONS COMMITTEE: 6. COATING INSPECTION AND CORROSION TESTING SERVICES (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Approve Professional Services Agreements to provide on-call Coating Inspection and other Corrosion Testing Services for Collection System and Treatment Plant projects, PSA2019-001, for a three-year period effective May 1, 2019, for an amount not to exceed $200,000 per individual agreement ($600,000 total) with the following three firms: • On-Site Technical Services, Inc. • Corrpro Companies, Inc. • CSI Services, Inc. AYES: Avery; Barnes (Alternate); Beamish (Alternate); Bernstein; Chaffee; Collacott; Ferryman; Hawkins; Iglesias (Alternate); Jones; Kim; Massa-Lavitt; R. Murphy; Nagel; Nguyen; Parker; Shawver, Silva; F. Smith; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: M. Murphy; Peterson; Wagner; and Wanke 7. SURVEYING SERVICES (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Approve Professional Services Agreements to provide on-call Surveying Services for Collection System and Treatment Plant projects, PSA2019-002, for a three-year period effective May 1, 2019, for an amount not to exceed $200,000 per individual agreement ($800,000 total)with the following four firms: • Michael Baker International, Inc. • Stantec Consulting Services, Inc. 02/27/2019 Minutes of Board Meeting Page 5 of 11 • D. Woolley & Associates, Inc. • Bush and Associates, Inc. AYES: Avery; Barnes (Alternate); Beamish (Alternate); Bernstein; Chaffee; Collacott; Ferryman; Hawkins; Iglesias (Alternate); Jones; Kim; Massa-Lavitt; R. Murphy; Nagel; Nguyen; Parker; Shawver, Silva; F. Smith; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: M. Murphy; Peterson; Wagner; and Wanke 8. GEOTECHNICAL TESTING SERVICES (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Approve Professional Services Agreements to provide on-call Materials Testing, Inspection, and Geotechnical Testing Services for Collection System and Treatment Plant projects, PSA2019- 003, for a three-year period effective May 1, 2019, for an amount not to exceed $300,000 per individual agreement ($900,000 total) with the following three firms: • Ninyo & Moore • SCST, Inc. • Koury Engineering and Testing, Inc. AYES: Avery; Barnes (Alternate); Beamish (Alternate); Bernstein; Chaffee; Collacott; Ferryman; Hawkins; Iglesias (Alternate); Jones; Kim; Massa-Lavitt; R. Murphy; Nagel; Nguyen; Parker; Shawver; Silva; F. Smith; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: M. Murphy; Peterson; Wagner; and Wanke 9. CEQA— FACILITIES MASTER PLAN, PROJECT NO. PS17-08 (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Professional Services Agreement with Dudek to provide environmental services for the preparation of a California Environmental Quality Act compliance document for the CEQA — Facilities Master Plan, Project No. PS17-08, for an amount not to exceed $812,709; and B. Approve a contingency of$81,270 (10%). AYES: Avery; Barnes (Alternate); Beamish (Alternate); Bernstein; Chaffee; Collacott; Ferryman; Hawkins; Iglesias (Alternate); Jones; Kim; Massa-Lavitt; R. Murphy; Nagel; Nguyen; Parker; Shawver, Silva; F. Smith; Withers and Yarc 02/27/2019 Minutes of Board Meeting Page 6 of 11 NOES: None ABSTENTIONS: None ABSENT: M. Murphy; Peterson; Wagner; and Wanke 10. CAPITAL IMPROVEMENT PROGRAM CONTRACT PERFORMANCE REPORT (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the Capital Improvement Program Contract Performance Report for the period ending December 31, 2018. AYES: Avery; Barnes (Alternate); Beamish (Alternate); Bernstein; Chaffee; Collacott; Ferryman; Hawkins; Iglesias (Alternate); Jones; Kim; Massa-Lavitt; R. Murphy; Nagel; Nguyen; Parker; Shawver; Silva; F. Smith; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: M. Murphy; Peterson; Wagner; and Wanke ADMINISTRATION COMMITTEE: 11. DESIGNATION OF APPLICANT'S AGENT FOR DISASTER RELIEF (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Adopt Resolution No. OCSD 19-01, entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District authorizing the General Manager, or either one of the Assistant General Managers, to Execute State Office of Emergency Services and/or Federal Emergency Management Agency Documents and Relevant Permit Applications for Present and Future Disaster Relief Applications; and Repealing Resolution No. OCSD 16-08." AYES: Avery; Barnes (Alternate); Beamish (Alternate); Bernstein; Chaffee; Collacott; Ferryman; Hawkins; Iglesias (Alternate); Jones; Kim; Massa-Lavitt; R. Murphy; Nagel; Nguyen; Parker; Shawver, Silva; F. Smith; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: M. Murphy; Peterson; Wagner; and Wanke 12. ENGINEERING AND GIS CONSULTING SERVICES SPECIFICATION NO. CS-2018-982BD (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: A. Award a Professional Consultant Services Agreement to Psomas for Engineering and Consulting services, Specification No. CS-2018-98213D, for a total amount not to exceed $319,080; and 02/27/2019 Minutes of Board Meeting Page 7 of 11 B. Approve a contingency of$31,908, (10%). AYES: Avery; Barnes (Alternate); Beamish (Alternate); Bernstein; Chaffee; Collacott; Ferryman; Hawkins; Iglesias (Alternate); Jones; Kim; Massa-Lavitt; R. Murphy; Nagel; Nguyen; Parker; Shawver; Silva; F. Smith; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: M. Murphy; Peterson; Wagner; and Wanks 13. GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS TO THE PRE-APPROVED OEM SOLE SOURCE LIST (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: A. Receive and file Orange County Sanitation District purchases made under the General Manager's authority for the period of October 1, 2018 to December 31, 2018; and B. Approve the following additions to the pre-approved OEM Sole Source List for the period of October 1, 2018 to December 31, 2018: • POLYCHEM (BRENTWOOD) - Sludge Collection System Parts and Components • HYDRO GATE -Weir Gates and Parts AYES: Avery; Barnes (Alternate); Beamish (Alternate); Bernstein; Chaffee; Collacott; Ferryman; Hawkins; Iglesias (Alternate); Jones; Kim; Massa-Lavitt; R. Murphy; Nagel; Nguyen; Parker; Shawver; Silva; F. Smith; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: M. Murphy; Peterson; Wagner; and Wanke 14. MID-YEAR CONSOLIDATED FINANCIAL REPORT FOR THE PERIOD ENDED DECEMBER 31, 2018 (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the Orange County Sanitation District Mid-Year Financial Report for the period ended December 31, 2018. AYES: Avery; Barnes (Alternate); Beamish (Alternate); Bernstein; Chaffee; Collacott; Ferryman; Hawkins; Iglesias (Alternate); Jones; Kim; Massa-Lavitt; R. Murphy; Nagel; Nguyen; Parker; Shawver, Silva; F. Smith; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: M. Murphy; Peterson; Wagner; and Wanks 02/27/2019 Minutes of Board Meeting Page 8 of 11 15. TRANSFER 8.5 MILES OF SEWERS TO THE CITY OF SANTA ANA (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Quitclaim Sewer Transfer Agreement between Orange County Sanitation District and the City of Santa Ana; B. Approve Quitclaim Deed to the City of Santa Ana transferring ownership and associated property rights for sewers; and C. Authorize a transfer of $23,229,000 to the City of Santa Ana for projected necessary repairs due to the age and condition of the facilities. AYES: Avery; Barnes (Alternate); Beamish (Alternate); Bernstein; Chaffee; Collacott; Ferryman; Hawkins; Iglesias (Alternate); Jones; Kim; Massa-Lavitt; R. Murphy; Nagel; Nguyen; Parker; Shawver, Silva; F. Smith; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: M. Murphy; Peterson; Wagner; and Wanke 16. CONSIDERATION OF BUDGET ASSUMPTIONS AND BUDGET CALENDAR FOR PREPARATION OF THE FY 2019-20 BUDGET UPDATE (Lorenzo Tyner) MOVED, SECONDED,AND DULY CARRIED TO: Approve the FY 2019-20 budget assumptions and direct staff to incorporate these parameters in preparing the FY 2019-20 budget update. AYES: Avery; Barnes (Alternate); Beamish (Alternate); Bernstein; Chaffee; Collacott; Ferryman; Hawkins; Iglesias (Alternate); Jones; Kim; Massa-Lavitt; R. Murphy; Nagel; Nguyen; Parker; Shawver; Silva; F. Smith; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: M. Murphy; Peterson; Wagner; and Wanke LEGISLATIVE & PUBLIC AFFAIRS COMMITTEE: None. STEERING COMMITTEE: 17. PROPOSED ANNEXATION NO. OCSD-65 — LOS ALISOS AREAS 1 AND 2 ANNEXATION (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Authorize staff to annex 968.2 acres to Orange County Sanitation District in the Los Alisos Areas 1 and 2, within the City of Lake Forest; 0 212 7/2 01 9 Minutes of Board Meeting Page 9 of 11 B. Authorize the General Manager to execute associated annexation documents in a form approved by General Counsel; and C. Adopt Resolution No. OCSD 19-02, entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District authorizing initiation of proceedings and requesting the Orange County Local Agency Formation Commission to take proceedings for the annexation to the Orange County Sanitation District, of territory in Portola Hills and Baker Ranch per the May 8, 2017 Agreement with Irvine Ranch Water District, (Proposed Annexation No. OCSD-65 — Los Alisos Areas 1 and 2 Annexation); and repealing Resolution No. OCSD 18-10". AYES: Avery; Barnes (Alternate); Beamish (Alternate); Bernstein; Chaffee; Collacott; Ferryman; Hawkins; Iglesias (Alternate); Jones; Kim; Massa-Lavitt; R. Murphy; Nagel; Nguyen; Parker; Shawver; Silva; F. Smith; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: M. Murphy; Peterson; Wagner; and Wanke NON-CONSENT: None. AB 1234 DISCLOSURE REPORTS: Director Ferryman reported on his recent attendance at the Borders Committee where the Interregional Tribal Transportation Strategy and Imperial County transportation updates were topics of discussion. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS 54956.8 & 54957.6: The Board convened in closed session at 6:31 p.m. to discuss one item. Item No. CS-2 was not heard. Confidential minutes of the Closed Session have been prepared in accordance with the above Government Code Section and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session Meetings. RECONVENED IN REGULAR SESSION: The Board reconvened in regular session at 6:40 p.m. 02/27/2019 Minutes of Board Meeting Page 10 of 11 CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Brad Hogin announced that in Closed Session the Board of Directors voted unanimously to accept the offer of MCA Realty, Inc. to purchase the Sanitation District's Doig Drive property(7311 Doig Drive, Garden Grove, CA 92841)for the purchase price of $6,850,000, and authorize the Board Chairman to enter into the Purchase and Sale Agreement in a form to be approved by General Counsel; by the following vote: AYES: Avery; Barnes (Alternate); Beamish (Alternate); Bernstein; Chaffee; Collacott; Ferryman; Hawkins; Iglesias (Alternate); Jones; Kim; Massa-Lavitt; R. Murphy; Nagel; Nguyen; Parker; Shawver, Silva; F. Smith; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Wanks; M. Murphy; Peterson; and Wagner OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS IF ANY: Administration Committee Vice-Chair Richard Murphy thanked Assistant General Manager Rob Thompson for the notification and assistance with the sink hole in the City of Los Alamitos. Legislative and Public Affairs Committee Vice-Chair Bernstein congratulated and commended the Sanitation District for the four awards received this month. Chair Shawver stated that he will be attending the Urban Water Conference tomorrow on behalf of the Sanitation District. ADJOURNMENT: At 6:43 p.m. Chair Shawver adjourned the meeting until the Regular Meeting of the Board of Directors on March 27, 2019 at 6:00 p.m. in memory of Director Andrew Nguyen's mother, Maria Sim Pham. Submitted by: Kelly A. Lore, MIMIC Clerk of the Board 02/27/2019 Minutes of Board Meeting Page 11 of 11 ITEM NO. 2 MINUTES OF THE STEERING COMMITTEE Orange County Sanitation District Wednesday, January 23, 2019 at 5:00 p.m. A regular meeting of the Steering Committee of the Orange County Sanitation District was called to order by Board Chairman David Shawver on Wednesday, January 23, 2019 at 5:02 p.m. in the Administration Building of the Orange County Sanitation District. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: David Shawver, Board Chair Jim Herberg, General Manager John Withers, Board Vice-Chair Rob Thompson, Assistant General Ellery Deaton, Member-At-Large Manager Peter Kim, La PA Committee Chair Lorenzo Tyner, Assistant General Glenn Parker, Member-At-Large Manager Donald Wagner, Member-At-Large Celia Chandler, Director of Human Chad Wanks, Administration Committee Resources Chair Kelly Lore, Clerk of the Board Jennifer Cabral COMMITTEE MEMBERS ABSENT: At Garcia None. Lori Karaguezian Mark Kawamoto Tina Knapp Mark Manzo Kathy Millen Andrew Nau Wally Ritchie OTHERS PRESENT: Brad Hogin, General Counsel PUBLIC COMMENTS: No public comments were provided. REPORTS: Chair Shawver did not provide a report. General Manager Herberg provided a brief update on upcoming Wastewater Discharge Ordinance revisions and introduced newly hired Controller Wally Ritchie. 01/23a019 Steering Committee Minutes Page 1 of 3 CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the Regular Meeting of the Steering Committee held December 19, 2018. AYES: Deaton, Kim, Parker, Shawver, Wagner and Withers NOES: None ABSTENTIONS: None ABSENT: Wanke NON-CONSENT ITEMS 2. GENERAL MANAGER'S FY 2018-2019 WORK PLAN MID-YEAR UPDATE (Jim Herberg) Mr. Herberg provided a brief presentation of the Mid-Year update. MOVED. SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file the General Manager's FY 2018-2019 Work Plan Mid-Year Update. AYES: Deaton, Kim, Parker, Shawver, Wagner and Withers NOES: None ABSTENTIONS: None ABSENT: Wanke INFORMATION ITEMS: None. CLOSED SESSION CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS 54956.8. 54956.9(d)(1) & 54957(b)(1): The Board convened in closed session at 5:10 p.m. to discuss four items. General Counsel Brad Hogin recused himself from Item No. CS-1 stating a conflict. Item No. CS-2 was not heard. Confidential minutes of the Closed Sessions 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 Session Meetings. Director Wanke arrived at the meeting during Closed Session at 5:21 p.m. 01/23/2019 Steering Committee Minutes Page 2 of RECONVENED IN REGULAR SESSION: The Board reconvened in regular session at 5:58 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Brad Hogin did not provide a report. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: Chair Shawver declared the meeting adjourned at 5:59 p.m. to the next Steering Committee meeting to be held on Wednesday, February 27, 2019 at 5:00 p.m. Submitted by: Kelly A. or , MMC Cie o th Board 0112 3/2 01 9 Steering Committee Minutes Page 3 of 3 MINUTES OF THE OPERATIONS COMMITTEE Orange County Sanitation District Wednesday, February 6, 2019, 5:00 p.m. A meeting of the Operations Committee was called to order by Committee Chairwoman Ellery Deaton on Wednesday, February 6, 2019 at 5:05 p.m. in the Administration Building. Chair Deaton led the Flag Salute. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Ellery Deaton, Chair Jim Herberg, General Manager Robert Collacott, Vice-Chair Rob Thompson, Assistant General Manager Brad Avery Lorenzo Tyner, Assistant General Manager Tom Beamish (Alternate) Celia Chandler, Director of Human Resources Allan Bernstein Kelly Lore, Clerk of the Board Doug Chaffee Bob Bell Steve Jones Don Cutler Lucille Kring Mike Dorman Fred Smith Dean Fisher Mariellen Yarc Alfredo Garcia Dave Shawver, Board Chair Kevin Hadden John Withers, Board Vice-Chair Courtney Light Kathy Millea COMMITTEE MEMBERS ABSENT: Jeff Mohr Phil Hawkins Riaz Moinuddin Jesus J. Silva Adam Nazaroff Tyler Ramirez OTHERS PRESENT: Brad Hogin, General Counsel Bob Ooten, Alternate Director (CMSD) PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Chair Deaton did not provide a report. REPORT OF GENERAL MANAGER: General Manager Jim Herberg reminded the committee of the Board Orientation to be held on February 20, 2019 at 3:00 p.m. Mr. Herberg also announced that a new addition 02/06/2019 Operations Committee Minutes Page 1 of 5 to the "green fleet", a Sewer Cleaning Combo truck, was on display in the parking area and explained how the truck operates. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED. SECONDED, and DULY CARRIED TO: Approve Minutes of the Special meeting of the Operations Committee held on January 16, 2019. AYES: Bernstein, Collacott, Deaton, S. Jones, Kring, Shawver, F. Smith, Withers, and Yarc NOES: None ABSTENTIONS: Avery, Beamish (Alternate), and Chaffee ABSENT: Hawkins and Silva 2. COATING INSPECTION AND CORROSION TESTING SERVICES (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Approve Professional Services Agreements to provide on-call Coating Inspection and other Corrosion Testing Services for Collection System and Treatment Plant projects, PSA2019-001, for a three-year period effective May 1, 2019,for an amount not to exceed $200,000 per individual agreement($600,000 total) with the following three firms: • On-Site Technical Services, Inc. • Conpro Companies, Inc. • CSI Services, Inc. AYES: Avery, Beamish (Alternate), Bernstein, Chaffee, Collacott, Deaton, S. Jones, Kring, Shawver, F. Smith, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Silva 3. SURVEYING SERVICES (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Approve Professional Services Agreements to provide on-call Surveying Services for Collection System and Treatment Plant projects, PSA2019- 002, for a three-year period effective May 1, 2019, for an amount not to exceed $200,000 per individual agreement ($800,000 total) with the following four firms: • Michael Baker International, Inc. • Stantec Consulting Services, Inc. • D. Woolley &Associates, Inc. Bush and Associates, Inc. 021O 2019 Operations Committee Minutes Page 2 of 5 AYES: Avery, Beamish (Alternate), Bernstein, Chaffee, Collacott, Deaton, S. Jones, Kring, Shawver, F. Smith, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Silva 4. GEOTECHNICAL TESTING SERVICES (Rob Thompson) MOVED SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Approve Professional Services Agreements to provide on-call Materials Testing, Inspection, and Geotechnical Testing Services for Collection System and Treatment Plant projects, PSA2019-003, for a three-year period effective May 1, 2019, for an amount not to exceed $300,000 per individual agreement ($900,000 total) with the following three firms: • Ninyo & Moore • SCST, Inc. • Koury Engineering and Testing, Inc. AYES: Avery, Beamish (Alternate), Bernstein, Chaffee, Collacott, Deaton, S. Jones, Kring, Shawver, F. Smith, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Silva 5. QUARTERLY ODOR COMPLAINT REPORT (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Receive and file the Fiscal Year 2018/19 Second Quarter Odor Complaint Summary. AYES: Avery, Beamish (Alternate), Bernstein, Chaffee, Collacott, Deaton, S. Jones, Kring, Shawver, F. Smith, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Silva NON-CONSENT: 6. CEQA— FACILITIES MASTER PLAN, PROJECT NO. PS17-08 (Rob Thompson) Assistant General Manager Rob Thompson introduced Engineering Manager Kathy Millea who presented an informative PowerPoint regarding the statute, the CEQA process, and when OCSD must consider CEQA. She explained the Master Plan requirements and innovative public outreach techniques used to assist and identify the environmental impacts of projects. Ms. Millea and General Counsel 02/06/2019 Operations Committee Minutes Page 3 of 5 Brad Hogin responded to questions regarding the Programmatic Environmental Impact Report. MOVED. SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Professional Services Agreement with Dudek to provide environmental services for the preparation of a California Environmental Quality Act compliance document for the CEQA — Facilities Master Plan, Project No. PS17-08, for an amount not to exceed $812,709; and B. Approve a contingency of$81,270 (10%). AYES: Avery, Beamish (Alternate), Bernstein, Chaffee, Collacott, Deaton, S. Jones, Kring, Shawver, F. Smith, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Silva 7. CAPITAL IMPROVEMENT PROGRAM CONTRACT PERFORMANCE REPORT (Rob Thompson) Mr. Thompson provided a brief overview of the intent of the Quarterly report and introduced Engineering Manager Jeff Mohr who provided a PowerPoint regarding the CIP performance report. MOVED. SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file the Capital Improvement Program Contract Performance Report for the period ending December 31, 2018. AYES: Avery, Beamish (Alternate), Bernstein, Chaffee, Collacott, Deaton, S. Jones, Kring, Shawver, F. Smith, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Silva INFORMATION ITEMS: 8. RESERVES AND INVESTMENTS POLICIES (Lorenzo Tyner) Assistant General Manager Lorenzo Tyner provided an informative PowerPoint presentation regarding the current Reserves and Investment Policies of the Sanitation District. DEPARTMENT HEAD REPORTS: None. 02 0612019 Operations Committee Minutes Page 4 of 5 CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Board Chair Shawver recognized Chair Ellery Deaton as it was her last meeting as Operations Chair, thanked her for her service on the Board of Directors and wished her well. ADJOURNMENT Chair Deaton declared the meeting adjourned at 5:53 p.m. to the meeting to be held on Wednesday, March 6, 2019 at 5:00 p.m. Sub itted by, ell A. re, MM CI k of a Board 02/06/2019 Operations Committee Minutes Page 5 of 6 MINUTES OF THE LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE Orange County Sanitation District Monday, February 11, 2019 at 12:00 p.m. A meeting of the Legislative and Public Affairs Committee was called to order by Committee Chair Peter Kim on Monday, February 11, 2019 at 12:00 p.m. in the Administration Building of the Orange County Sanitation District. Committee Vice-Chair Bernstein led the pledge of allegiance. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Peter Kim, Chair Jim Herberg, General Manager Allan Bernstein, Vice-Chair Rob Thompson, Assistant General Manager Lucille Kring, Member-At-Large Lorenzo Tyner, Assistant General Manager Chad Wanks, Member-At-Large Celia Chandler, Director of Human Resources David Shawver, Board Chair Kelly Lore, Clerk of the Board John Withers, Board Vice-Chair Jennifer Cabral Daisy Covarrubias COMMITTEE MEMBERS ABSENT: Alfredo Garcia Donald P. Wagner, Member-At-Large Rebecca Long Tyler Ramirez OTHERS PRESENT: Brad Hogin, General Counsel Eric Sapirstein, ENS Resources (via teleconference) Eric O'Donnell, Townsend Public Affairs (TPA) PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Committee Chair Kim did not provide a report. He welcomed newly appointed member Lucille Kring to the committee. REPORT OF GENERAL MANAGER: General Manager Jim Herberg reported that OCSD, OCWD, SAWPA, and the County of Orange Public Works have been meeting to address issues related to IRWM grant funding under Proposition 1 funding. Mr. Herberg will continue to work with the group and will report back to the Steering and Legislative and Public Affairs Committees on the progress in the future. 02/11/2019 Legislative and Public Affairs Committee Minutes Page 1 of 3 CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED SECONDED. and DULY CARRIED TO: Approve minutes for the Committee meeting held on December 10, 2018. AYES: Bernstein, Kim, Shawver, Wanke and Withers NOES: None ABSTENTIONS: Kring ABSENT: Wagner NON-CONSENT: None. INFORMATION ITEMS: 2. WASTEWATER ORDINANCE UPDATE (Lorenzo Tyner) Assistant General Manager Lorenzo Tyner provided a brief presentation of the upcoming Wastewater Ordinance revisions and update and answered questions from the Committee. 3. LEGISLATIVE AFFAIRS UPDATE (Rebecca Long) Senior Public Affairs Specialist Rebecca Long distributed legislative talking points cards to the Committee for their use, reported that tour invitations have been sent to State and Federal officials, announced that Assemblywoman Connie Petrie Norris will tour OCSD on March 15, and reported that an ACC-OC Infrastructure tour with legislative officials will take place on February 22. Eric Sapirstein ENS Resources, provided a PowerPoint Presentation and updated the Committee on the following items: Border wall and Partial governmental shutdown, congressional leadership, OC Congressional delegation and their committee appointments, Buy America Preferences for Infrastructure, and regulatory and budget initiatives. Eric O'Donnell, TPA, provided a PowerPoint presentation with information including: Legislative Schedule, Governor Newsom's budget proposal and water tax update; SB 200 Senator Morning spot bill; ACWA possible proposal for Drinking water trust; legislature hosted joint informational committee hearing on Feb. 6; 2019 legislation including: AB 129, AB 292, and SB bills; and the video surveillance retention bill. 02/11/2019 Legislative and Public Affairs Committee Minutes Page 2 of 4. PUBLIC AFFAIRS UPDATE (Jennifer Cabral) Ms. Cabral reviewed outreach efforts made over the last month and provided information on the following: Board Member Orientation February 20 from 3- 5 p.m.; Honor Walk Ceremony May 22, nominations for honorees due March 8; Plant No. 2 newsletter and focused outreach effort; press releases for OCSD Board leadership changes and for two awards received for the District Certificate of Transparency and the Distinguished Budget Presentation Award; $2,000 local grant received for plant signage to support tour program; current construction outreach efforts in the cities of Newport Beach and Anaheim; and CASA sponsored legislation and creation of an outreach program to promote"No Wipes Down the Pipes". Ms. Cabral responded to questions regarding flyers or posters that can be placed in the homeless shelters and the mandated standards of flushable wipes, as well as communication to member agencies to be used at council meetings to promote these efforts. Mr. Herberg announced his participation in the following: UCI and the ACC-OC Public Policy Making Academy on March 22, OCSD and OCWD Co-Sponsored event at UC Irvine for the American Academy of Environmental Engineers and Scientists in April, OCCOG General Assembly Resilient Infrastructure Panel on April 12, and announced that OCSD offices will be closed tomorrow in observance of Lincoln's Birthday and Monday February 18 in observance of Presidents Day. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Vice-Chair Bernstein provided information regarding his recent participation at the 2019 Washington D.C. Advocacy Trip with ACC-OC where he met and invited both Congressman Harley Rouda and Congresswoman Katie Porter to tour the Sanitation District. In response to a question from Board Chairman Shawver regarding absence of a member of the Legislative and Public Affairs Committee, General Counsel Brad Hogin responded that the rules of procedure do not allow participation by its member's Alternate Director in the case of absence. ADJOURNMENT: Committee Chair Kim declared the meeting adjourned at 12:58 p.m. to the next Legislative and Public Affairs Committee meeting, Monday, March 11, 2019 at 12:00 p.m. Submitted by: 41— I .. K ly A. ff re, MIQAC C rk of Ve Board 02111=9 Legislative and Public Affairs Co nmirtee Minutes Page 3 of 3 MINUTES OF THE ADMINISTRATION COMMITTEE Orange County Sanitation District Wednesday, February 13, 2019 at 5:00 P.M. A regular meeting of the Administration Committee of the Orange County Sanitation District was called to order by Committee Chairman Wanke on February 13, 2019 at 5:01 p.m. in the Administration Building of the Orange County Sanitation District, Chairman Wanks led the Flag Salute. A quorum was declared present as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Chad Wanke, Chairman Jim Herberg, General Manager Richard Murphy, Vice-Chairman Rob Thompson, Assistant General Manager James Ferryman Lorenzo Tyner, Assistant General Manager Cecilia Iglesias (Alternate) Celia Chandler, Director of Human Resources Peter Kim Kelly Lore, Clerk of the Board Mark Murphy (Alternate) Jennifer Cabral Steve Nagel Rhea De Guzman Andrew Nguyen Al Garcia Glenn Parker Ddaze Phuong Erik Peterson Rob Michaels David Shawver, Board Chairman Kathy Millea John Withers, Board Vice-Chairman Adam Nazaroff Tyler Ramirez COMMITTEE MEMBERS ABSENT: Wally Ritchie Donald P. Wagner John Swindler Thomas Vu OTHERS PRESENT: Brad Hogin, General Counsel Bill Dennehy, Chandler Asset Management PUBLIC COMMENTS: None. REPORTS: Chair Wanke did not provide a report. General Manager Jim Herberg reminded the Committee of the upcoming Special Board meeting on February 20, 2019 at 3:00 p.m. for the purpose of Board Orientation. He also introduced the new Sanitation District Controller, Wally Ritchie. 0 2/1 312 01 9 Administration committee Minutes Page 1 of 6 Mr. Herberg introduced Assistant General Manager Rob Thompson who provided a brief update on a minor spill at the Sanitation District's Main Street Pump Station in Irvine. Mr. Thompson stated that staff had contained the spill and was in the process of assessing the situation and necessary repairs. He estimated that approximately 20 gallons entered the storm drain. Mr. Thompson stated he is working closely with IRWD to reduce their Flow and has notified all affected agencies of lane closures and other impacts. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the December 11, 2018 Administration Committee Meeting. AYES: Ferryman, Kim, R. Murphy, Nagel, Nguyen, Parker, Peterson, Shawver, Wanke and Withers NOES: None ABSTENTIONS: M. Murphy (Alternate) ABSENT: Iglesias (Alternate) and Wagner 2. DESIGNATION OF APPLICANT'S AGENT FOR DISASTER RELIEF (Lorenzo Tyner) MOVED SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Adopt Resolution No. OCSD 19-XX, entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District authorizing the General Manager, or either one of the Assistant General Managers, to Execute State Office of Emergency Services and/or Federal Emergency Management Agency Documents and Relevant Permit Applications for Present and Future Disaster Relief Applications; and Repealing Resolution No. OCSD 16-08." AYES: Ferryman, Kim, M. Murphy (Alternate), R. Murphy, Nagel, Nguyen, Parker, Peterson, Shawver, Wanke and Withers NOES: None ABSTENTIONS: None ABSENT: Iglesias (Alternate) and Wagner 3. ENGINEERING AND GIS CONSULTING SERVICES SPECIFICATION NO. CS-2018-982BD (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Award a Professional Consultant Services Agreement to Psomas for Engineering and Consulting services, Specification No. CS-2018-982BD, 02H32019 Administration Committee Minutes Page 2 of 6 for a total amount not to exceed $319,080; and B. Approve a contingency of$31,908, (10%). AYES: Ferryman, Kim, M. Murphy (Alternate), R. Murphy, Nagel, Nguyen, Parker, Peterson, Shawver, Wanke and Withers NOES: None ABSTENTIONS: None ABSENT: Iglesias (Alternate) and Wagner 4. DEFERRED COMPENSATION ADVISORY COMMITTEE'S NOTIFICATION OF VENDOR SELECTION (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED T0: A. Award a Professional Consultant Services Agreement to NFP Retirement, Inc. (NFP) to provide Deferred Compensation Program 457(b) Investment Consulting Services, Specification No. CS-2018-973-R, for a term of three years, in an amount not to exceed $160,000 for the period beginning April 1, 2019 through March 31, 2022, with two one-year renewal options; and B. Approve a contingency of$16,000 (10%) AYES: Ferryman, Kim, M. Murphy (Alternate), R. Murphy, Nagel, Nguyen, Parker, Peterson, Shawver, Wanks and Withers NOES: None ABSTENTIONS: None ABSENT: Iglesias (Alternate) and Wagner 5. GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS TO THE PRE-APPROVED OEM SOLE SOURCE LIST (Lorenzo Tyner) MOVED SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Receive and file Orange County Sanitation District purchases made under the General Manager's authority for the period of October 1, 2018 to December 31, 2018; and B. Approve the following additions to the pre-approved OEM Sole Source List for the period of October 1, 2018 to December 31, 2018: • POLYCHEM (BRENTWOOD) - Sludge Collection System Parts and Components • HYDRO GATE -Weir Gates and Parts AYES: Ferryman, Kim, M. Murphy (Alternate), R. Murphy, Nagel, Nguyen, Parker, Peterson, Shawver, Wanke and Withers NOES: None 02/1 312 01 9 Administration Committee Minutes Page 3 of 6 ABSTENTIONS: None ABSENT: Iglesias (Alternate) and Wagner 6, MID-YEAR CONSOLIDATED FINANCIAL REPORT FOR THE PERIOD ENDED DECEMBER 31, 2018 (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file the Orange County Sanitation District Mid-Year Financial Report for the period ended December 31, 2018. AYES: Ferryman, Kim, M. Murphy (Alternate), R. Murphy, Nagel, Nguyen, Parker, Peterson, Shawver, Wanke and Withers NOES: None ABSTENTIONS: None ABSENT: Iglesias (Alternate) and Wagner Committee Chair Wanke announced that the Information items would be heard prior to the Non-Consent items. INFORMATION ITEMS: Alternate Director Cecilia Iglesias arrived at the meeting at 5:13 p.m. during the informational presentations. 9. RESERVES AND INVESTMENTS POLICIES (Lorenzo Tyner) Assistant General Manager Lorenzo Tyner provided a PowerPoint presentation regarding the Sanitation District's Reserves and Investments, focusing on the seven non-discretionary and discretionary reserve criteria. He then provided information on the three investment objectives of the District. 10. INVESTMENT PERFORMANCE RESULTS (Lorenzo Tyner) Mr. Tyner introduced Bill Dennehy, Senior Portfolio Manager from Chandler Asset Management, who provided a PowerPoint presentation which included an overview of their firm, an economic update, and our account profile. Mr. Dennehy and Mr. Tyner responded to questions from the Committee. NON-CONSENT: 7, TRANSFER 8.5 MILES OF SEWERS TO THE CITY OF SANTA ANA (Lorenzo Tyner) Mr. Tyner provided a brief introduction to the item, stating that this item was approved by the City of Santa at their recent Council meeting. MOVED. SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: 02/13/2019 Mroinislralion Committee Min tes Page 4 of 6 A. Approve a Quitclaim Sewer Transfer Agreement between Orange County Sanitation District and the City of Santa Ana; B. Approve Quitclaim Deed to the City of Santa Ana transferring ownership and associated property rights for sewers; and C. Authorize a transfer of $23,229,000 to the City of Santa Ana for projected necessary repairs due to the age and condition of the facilities. AYES: Ferryman, Iglesias (Alternate), Kim, M. Murphy (Alternate), R. Murphy, Nagel, Nguyen, Parker, Peterson, Shawver, Wanks and Withers NOES: None ABSTENTIONS: None ABSENT: Wagner 8. CONSIDERATION OF BUDGET ASSUMPTIONS AND BUDGET CALENDAR FOR PREPARATION OF THE FY 2019-20 BUDGET UPDATE (Lorenzo Tyner) Mr. Tyner introduced Controller Wally Ritchie who provided a PowerPoint presentation that outlined budget development assumptions, detailing: rates, plant operations, staffing level expectations, Capital Improvement Program, debt financing, budget summary, and key meeting dates for the budget preparation. Mr. Ritchie and Mr. Tyner responded to questions from the Committee regarding the useage of the reserves. MOVED. SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve the FY 2019-20 budget assumptions and direct staff to incorporate these parameters in preparing the FY 2019-20 budget update. AYES: Ferryman, Kim, M. Murphy (Alternate), R. Murphy, Nagel, Nguyen, Parker, Peterson, Shawver, Wanks and Withers NOES: None ABSTENTIONS: Iglesias (Alternate) ABSENT: Wagner CLOSED SESSION: (1) CONFERENCE WITH REAL PROPERTY NEGOTIATORS (Government Code Section 54958.8) The Board convened in closed session at 5:45 p.m. to discuss one item. Confidential minutes of the Closed Sessions have been prepared in accordance with the above Government Code Section and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session Meetings. RECONVENED IN REGULAR SESSION: The Board reconvened in regular session at 5:54 p.m. 02/1312019 Adminlstratlon Committee Minutes Page 5 of 5 CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Brad Hogin did not provide a report. DEPARTMENT HEAD REPORTS: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Board Chair Shawver acknowledged the appointment of Director Richard Murphy as the Administration Committee Vice-Chair. He also reminded the Committee to attend the Board Orientation next week. ADJOURNMENT: Committee Chairman Wanke declared the meeting adjourned at 5:56 p.m. to the next regularly scheduled meeting of Wednesday, March 13, 2019 at 5:00 p.m. Submitted by: Kel A ore, MMC CI rk ot4he Board 0211MO19 Administration Committee Minutes Page 6 of 6 MINUTES OF THE HEADQUARTERS COMPLEX AD HOC COMMITTEE Orange County Sanitation District Wednesday, March 4, 2019 at 1:00 p.m. Board Chairman Dave Shawver called to order the Special meeting of the Headquarters Complex Ad Hoc Committee of the Orange County Sanitation District on March 4, 2019 at 1:01 p.m. in the Administration Building of the Orange County Sanitation District. The flag salute was led by Director Massa-Lavitt. COMMITTEE MEMBERS PRESENT: STAFF PRESENT: David Shawver, Board Chair Jim Herberg, General Manager Robert Collacott Rob Thompson, Assistant General Manager Lucille Kring Lorenzo Tyner, Assistant General Manager Sandra Massa-Lavitt Kathy Millea, Director of Engineering Erik Peterson Kelly Lore, Clerk of the Board Fred Smith Jennifer Cabral John Withers Tanya Chong Dean Fisher COMMITTEE MEMBERS ABSENT: Al Garcia Steve Nagel Tom Grant Jeff Mohr OTHERS PRESENT: Valerie DeLoach, HDR Trip Grant, HDR Ricardo Gallardo, Jacobs Kristi Appelhans, Jacobs John O'Connor, Jacobs Annie Larkin, Jacobs Board Chair Shawver appointed Director Kring as the Committee's Chair and Director Peterson as Vice-Chair. Committee Chair Kring presided. PUBLIC COMMENTS: None. NON-CONSENT CALENDAR: 1. HEADQUARTERS COMPLEX AND SITE SECURITY AT PLANT NO. 1, PROJECT NO. P1-128 (Rob Thompson) General Manager Herberg provided a brief summary of the previous direction the committee had given to staff: Constructability review prior to the 90% design level; 03/0412019 Headquarters Complex Ad Hoc Committee Minutes Page 1 of 2 consideration of a third-party construction management firm to oversee the project and provide the Committee with project organizational chart; and various Boardroom conceptual design plans. Assistant General Manager Rob Thompson provided a PowerPoint presentation and introduced the project team. Mr. Thompson provided a brief history of the project, the procurement of the design architect HDR, and introduced Trip Grant, HDR Project Principal who provided a company profile, introduced the HDR team working on the project, and presented a few of the firm's recently designed buildings. Engineering Manager, Dean Fisher continued with the PowerPoint presentation providing information regarding: OCSD's construction management approach; providing background with in-house staffing as well as the staff augmentation contract currently in place for specialty staffing. Mr. Fisher explained the considerations and two alternatives for construction management: 1) Staff Augmentation Contract; or 2)Third-Party Construction Manager. He provided an overview of the staff augmentation contract currently in place with Jacobs and provided their qualifications and proposed team. Mr. Fisher introduced Ricardo Gallardo, Jacob's Principal in Charge, who continued with the PowerPoint presentation and provided additional information on the company's construction management background and qualifications. The Committee endorsed staffs recommendation to use the existing staff augmentation contract with Jacobs Engineering to provide third-party engineering design support and construction management services for the Headquarters Complex as needed. 2. UPDATE ON THE HEADQUARTERS COMPLEX PROJECT NO. P1-128 (Rob Thompson) Director of Engineering Kathy Millea provided additional history of the project location and elements. She introduced Valerie DeLoach, HDR Project Manager who presented the site plan, proposed materials, schematic design, preliminary renderings, and provided a virtual walk through of the building, which received generally positive feedback. Ms. DeLoach, Mr. Thompson and Mr. Herberg responded to concerns and questions from the Committee. Ms. DeLoach presented the Board Room dais options and a@emate usage which the Committee discussed in detail. It was the consensus of the committee to move forward with the proposed Flexible Dais to allow the best use of the room. Ms. Millea introduced Public Affairs Supervisor Jennifer Cabral who provided information regarding the city of Fountain Valley's request to use of the renderings to promote the Fountain Valley Crossings development. It was the consensus of the Committee to grant the use. Ms. Millea provided information on the project budget and the future recommendation to break the project into three standalone projects: South 03104=19 HeadquaH m Complex Ad Hoc Committee Minulee Page 1 of 2 Security of Plant No. 1, Laboratory Refurbishment, and construction of the new Headquarter Complex. She stated that the budget changes will be presented with the upcoming budget updates in May; with the building to have an estimated current construction cost of $64M with an expected total project cost of $168M. The committee stated appreciation of staffs commitment to cost saving measures. ADJOURNMENT: Committee Chair Kring adjourned the meeting at 2:52 p.m. Sz ' : Avit-' , M Cler of Board 03/O412019 Headquades Complex Ad Hoc Commdtee Minutes Page 1 of 2 BOARD OF DIRECTORS Meeting Date TOBE.Of Dk. -- 03/27/19 AGENDA REPORT Item Item 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Assistant General Manager SUBJECT: REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF FEBRUARY 2019 GENERAL MANAGER'S RECOMMENDATION Receive and file the report of the Investment Transactions for the month of February 2019. BACKGROUND The CA Government Code requires that a monthly report of investment transactions be provided to the legislative body. Attached is the monthly report of investment transactions for the month ended February 28, 2019. RELEVANT STANDARDS CA Government Code Section 53607 PRIOR COMMITTEE/BOARD ACTIONS N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following aftachment(s)is included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: Report of the Investment Transactions for the month ended February 28, 2019 Page 1 of 1 U.S. Bank Transaction History 02/01/2019 Thru 02/28/2019 Entry Date CUSIP Id Explanation Units Price Net Cash Amt Cost GainfLoss ACOUA51110NS 02I04/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 17.454.6600 1.000000 -17,454.66 17,454.66 0.00 02/04/2019 31846V567 PURCHASED UNITS OF FIRST AM GOW OB FD CL Z 38,421.5900 1.000000 -38,421.59 38,421.59 0.00 02/08/2019 31846V567 PURCHASED UNITS OF FIRST AM GOW OB FD CL Z 1,500,000.0000 1.000000 -1,500,000.00 1,500,000.00 0.00 02106/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 85,050.0000 1.000000 -85,050.00 85,050.00 0.00 02107/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 32,W0.0W0 1.000000 -32,500.00 32,500.00 0.00 02109/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 23,598.7500 1.000000 -23,598.75 23,590.75 0.00 02112/2019 912828WW6 PURCHASED PAR VALUE OF U S TREASURY NT 1.625% 7/31119 IRBC CAPITAL 15,000,000.0000 0.996172 -14,942,578.13 14,942,578.13 0.00 MARKETS,LLC/15,000,000 PAR VALUE AT 99.61718753% 02112/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 20,006,498.0000 1.000000 -20,006,498.00 20,006,498.00 0.00 0211 W2019 46625HKA7 PURCHASED PAR VALUE OF JPMORGAN CHASE CO 2.250% 1/23/20/CITIGROUP 1,500,000.0000 0.993960 -1,490,940.00 1,490,940.00 0.00 GLOBAL MARKETS INC./1,W0,000 PAR VALUE AT 99.396% 021IN2019 89239AAB9 PURCHASED PAR VALUE OF TOYOTA AUTO 2.830%10115121/MITSUBISHI UFJ 3,615,000.0000 0.999909 -3.614,671.76 3,614,671.76 0.00 SECURITIES USA13,615,000 PAR VALUE AT 99.99092006% 02115/2019 912828WW6 PURCHASED PAR VALUE OF U S TREASURY NT 1.625% 7/31119[NOMURA 5,000,000.0000 0.996172 4.980,859.38 4,980,859.38 0.00 SECURITIES INTERNATIONA15,000,000 PAR VALUE AT 99.6171876% 02115/2019 31846V567 PURCHASED UNITS OF FIRST AM COW OB FD CL Z 166,203.7900 1.000000 -166,203.79 166,203.79 0.00 02115/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 9,250,794.3900 1.000000 -9,250,794.39 9,250,794.39 0.00 02/19/2019 31846V567 PURCHASED UNITS OF FIRST AM GOW OB FD CL Z 1,500,000.0000 1 000000 -1,500,000.00 1,500,000.00 0.00 02/19/2019 31846V567 PURCHASED UNITS OF FIRST AM GOW OB FD CL Z 9.386,745.5000 1000000 -9,386,745,50 9,386,745.50 0.00 02119/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CIF Z 4,289.2500 1.000000 4,289.25 4,289.25 0.00 02120I2019 62479MTL7 PURCHASED PAR VALUE OF MUFG BANK LTD NY BRAN C P 6/20H9/MUFG UNION 10,020,000.OWO 0.991333 -9,933,160.00 9,933,160.00 OAO BK NA/MMIIPIMS/IPA110,020,000 PAR VALUE AT 99.13333333 02120I2019 62479MTL7 PURCHASED PAR VALUE OF MUFG BANK LTD NY BRAN C P 6/20H9/MUFG UNION 2,160,000.OWO 0.991333 -2,141,280.00 2,141,280.00 OAO BK NA/MMIIPIMS/IPA12,160,000 PAR VALUE AT 99.13333333% 02121/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 9,759.5800 1.000000 -9,759.58 9,759.58 OAO 02122/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 650,000.0000 1.000000 -650,000.00 650,000.00 0.00 02125/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 3,188.2500 1.000000 -3,18B.25 3,18B.25 0.00 02125/2019 31846V567 PURCHASED UNITS OF FIRST AM COW OB FD CL Z 81.203.3800 1.000000 -81,203.38 81,203.38 0.00 02126/2019 02665WAH4 PURCHASED PAR VALUE OF AMERICAN HONDA MTN 2.260% 8115/19 M.P.MORGAN 1,977,000.0000 0.997830 -1.972,709.91 1,972,709.91 0.00 SECURITIES U 01,9TT,000 PAR VALUE AT 99.783% 02126/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 68,750.0000 1.000000 -58,750.00 68,750.00 0.00 02/27/2019 43814WAB1 PURCHASED PAR VALUE OF HONDA AUTO 2.750% 9/20/21(MLPFS INC/FIXED 4,395,000.0000 0.999936 4,394,716.96 4,394,716.96 0.00 INCOME/4,395,000 PAR VALUE AT 99.99355995% 02/27/2019 912796UV9 PURCHASED PAR VALUE OF U S TREASURY BILL 4/02/19/MLPFS INC/FIXED 5,000p00.0000 0.997736 4,988,678.47 4,988,678.47 0.00 INCOME/5,000,000 PAR VALUE AT 99.7735694% 02/28/2019 313383YJ4 PURCHASED PAR VALUE OF F H L B DEB 3.375% 9/08/23 HELLS FARGO 3,525,000.0000 1.034260 J,645,766.50 3,645,766.50 0.00 SECURITIES,LLC/3,525,000 PAR VALUE AT 103.426% 1 Of T U.S. Bank Transaction History 02/01/2019 Thru 02/28/2019 Entry Date CUSIP Id E.,I.n.ti.n U�its Price Not Cash Amt Cost GonToss 02/2812019 3135GOVU PURCHASED PAR VALUE OF F N M A 2.500% 2/05Y24 AIIZUHO SECURITIES 5.000.000.0000 0.996170 4,980,850.00 4,980,850.00 0.00 USA FXD INC/5,000,000 PAR VALUE AT 99.617% 02/28/2019 89114CC48 PURCHASED PAR VALUE OF TORONTO MTN 3.500% 7/19123/BONY/rORONTO 5.000.000.0000 1.018840 5,094,200.00 5,094,200.00 0.00 DOMINION SECURITI/5,000,000 PAR VALUE AT 101.884% TOTAL ACQUISITIONS 105.016.65T.1400 -105.004.56825 f05.004.88825 0. DISPOSITIONS 02/0W2019 89233HP65 MATURED PAR VALUE OF TOYOTA MOTOR CREDIT CO C P 2I06/191,500,000 PAR -1,500,000.0000 1.000000 1,490,331.25 -1,490,331.25 0.00 VALUE AT 100% 02/1212019 912796UN7 MATURED PAR VALUE OF U S TREASURY BILL 2/12/19 20,000,000 PAR VALUE -20,000,000.0000 1.000000 19,939,433.33 -19,939,433.33 0.00 AT 100% 02112/2019 31846V567 SOLD UNITS OF FIRST AM GOW OB FD CL Z -14,950,658.2400 1.000000 14,950,658.24 -14,950,658.24 0.00 02113/2019 31846V567 SOLD UNITS OF FIRST AM GOW OB FD CL Z -1.492.815.0000 1000000 1,492,815.00 -1,492,815.00 0.00 02/13/2019 31846V567 SOLD UNITS OF FI RST AM GOW OB FD CL Z -3,614,671.7600 1000000 3,614,671.76 3,614,671.76 0.00 02/15/2019 313384BX6 MATURED PAR VALUE OF F H L B DISC NTS 2115/19 3,200,000 PAR VALUE AT -3,200,000.0000 1.000000 3,194,944.00 3,194,944.00 0.00 100 02/15/2019 31348SWZ3 PAID DOWN PAR VALUE OF F H L M C#T86064 4.270% 1/01128 JANUARY FHLMC -21.5600 0.000000 21.56 -21.04 0.52 DUE 2/15/19 02/15/2019 3133TCE95 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 3.587% 8115132 S79.9000 0.000000 579.90 -580.51 -0.61 02/1512019 43814QAC2 PAID DOWN PAR VALUE OF HONDA AUTO 1.390% 4/15/20 -78,204.7100 0.000000 78,204.71 -78,203.19 1.52 02115/2019 47788MAC4 PAID DOWN PAR VALUE OF JOHN DEERE OWNER 1.360% 4/15/20 -137,084.3600 0.000000 137,084.36 -137,062.79 21.57 02/15/2019 47788BABO PAID DOWN PAR VALUE OF JOHN DEERE OWNER 1.590% 4/15/20 -91,984.0600 0.000000 91,984.06 -91,976.07 7.99 02/15/2019 47788CAB8 PAID DOWN PAR VALUE OF JOHN DEERE OWNER 2.420%10/15120 -200,259.5900 0.000000 200,259.59 -199,852.81 406.78 02I15/2019 65478VAD9 PAID DOWN PAR VALUE OF NISSAN AUTO 1.320% 1115/21 -99.267.8800 0.000000 99,267.88 -98,472.96 794.92 02/15/2019 654]]UAD2 PAID DOWN PAR VALUE OF NISSAN AUTO 1.500% 9115/21 -160.589.4700 0.000000 160,589.47 -159,585.78 1,003.69 02/1512019 89238BAB8 PAID DOWN PAR VALUE OF TOYOTA AUTO 2.100%10115/20 -390,414.9800 0.000000 390,414.98 -390,375.08 39.90 02115/2019 36962G7MO SOLD PAR VALUE OF GENERAL ELEC CA MTN 2.200% 1/09/20/MORGAN STANLEY& -5,000,000.0000 0.989970 4,949,850.00 5,014,950.00 -65,100.00 CO.LLCI5,600,000 PAR VALUE AT 98.999% 02/15/2019 31846V567 SOLD U NITS OF FI RST AM GOUT OR FD CL Z 4,984,226A900 1.000000 4,984,226.09 4,98g226.09 0.00 02/19/2019 62479MPK3 MATURED PAR VALUE OF MUFG BANK LTD NY BRAN C P 2/19/191,500,000 PAR -1,SOO,W0.0000 1.000000 1,486,927.50 -1,486,927.50 0.00 VALUE AT 100% 02/19/2019 62479MPK3 MATURED PAR VALUE OF MUFG BANK LTD NY BRAN C P 2/19/199,000,000 PAR -9,000,000.0000 1.000000 8,921,565.00 -8,921,565.00 0.00 VALUE AT 100% 02/19/2019 43814RAC0 PAID DOWN PAR VALUE OF HONDA AUTO 1.210%12I18/20 -169,TM.3900 0.000000 169,784.39 -167,920.74 1,863.65 02119/2019 43814PAB6 PAID DOWN PAR VALUE OF HONDA AUTO 1.570% 1/21120 -71,255.3500 0.000000 71,255.35 -71,249.02 6.33 02120/2019 313384CC1 MATURED PAR VALUE OF F H L B DISC NTS 2120/191,700,000 PAR VALUE AT .1,700,000.0000 1.000000 1,693,740.69 .1,693,740.69 0.00 100% 02120/2019 36225CAZ9 PAID DOWN PAR VALUE OF G N M A I I N80023 4A25%12/20/26 JANUARY GNMA -173.3000 0.000000 173.30 -176.16 -2.86 DUE 2/20/19 2of1 U.S. Bank Transaction History 02/01/2019 Thru 02/28/2019 Entry Date CUSIP Id Explanation UniM Price Net Cash Amt C.rt G.ir/L.- 02/2012019 36225CC20 PAID DOWN PAR VALUE OF G N M A I I#080088 3.625% 6120/27 JANUARV ENMA -183.0700 0.000000 183,07 -187.07 4.00 DUE M0119 02/20/2019 36225CNM4 PAID DOWN PAR VALUE OF G N MA I I#080395 3.625% 4120/30 JANUARV GNMA 45.7800 0.000000 45.78 45.36 0.42 DUE M0119 02/20/2019 36225CN28 PAID DOWN PAR VALUE OF G N MA I I#080408 3.625% 5120/30 JANUARV GNMA -366A400 0.000000 366.44 -362.72 3.72 DUE M0119 02/20/2019 36225DCM PAID DOWN PAR VALUE OF G N M A II#0809653.750% 1/20134 JANUARV GNMA -1.716.5100 0.000000 1,716.51 -1,715.44 1.07 DUE M0119 02/20/2019 31846V567 SOLD UNITSOF FIRSTAM GOVTOB FDCLZ 441,280.0000 1.000000 441,280.00 -0 1,280.00 0.00 02/20/2019 31846V567 SOLD UNITS OF FIRSTAM GOVTOB FDCLZ -9,930,197.9000 1090000 9,930,197.90 -9,930,197.90 0.00 02122/2019 313384CE7 MATURED PAR VALUE OF F H L B DISC NITS 2/22/19 650,000 PAR VALUE AT 650,0000000 1000000 647,555.13 -647,555.13 0.00 100% 02125/2019 31394JY35 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 6.500% 9/25143 -16,903.1100 0.000000 16,903.11 -19,142.77 -2,239.66 0212WO19 31371NUC7 PAID DOWN PAR VALUE OF F N M A#257179 4.500% 4101R8 JANUARV FNMA -130.3300 0.000000 130.33 -137.84 -7.51 DUE 2/25/19 02I25I019 313761KT22 PAID DOWN PAR VALUE OF F N M A*057%9 5.000% 9/01/35 JANUARV FNMA -894.7300 0.000000 894.73 -961.83 6T.10 DUE 2/25119 02I25I019 31381PDA3 PAID DOWN PAR VALUE OF F N M A A66397 3.400%11/01/20 JANUARV FNMA -679.4200 0.000000 679.42 -664J2 14.70 DUE 2/25119 02I25I019 31403DJZ3 PAID DOWN PAR VALUE OF F N M A#T45580 5.000% 6/01/36 JANUARV FNMA -1,482.9500 0.000000 1,482.95 -1,594.17 -111.2E DUE 2/25/19 02I25I 019 31403GXF4 PAID DOWN PAR VALUE OF F N M A#748678 5.000%10/01/33 JANUARV FNMA -6.1700 0.000000 8.17 -8.78 -0.61 DUE 2/25/19 02I25I019 31406POYO PAID DOWN PAR VALUE OF F N M A#815971 5.000% 3/01/35 JANUARV FNMA -805.5900 0.000000 805.59 -866.01 -60.42 DUE 2/25119 02I25I019 31406XWT5 PAID DOWN PAR VALUE OF F N M A#823358 4.722% 2/01/35 JANUARV FNMA 423.8800 0.000000 423.88 420.57 3.31 DUE 2/25/19 02I25R019 314075XH7 PAID DOWN PAR VALUE OF F N M A#826080 5.000% 7/01/35 JANUARV FNMA -351.8800 0.000000 351.88 -378.27 -26.39 DUE 2/25/19 02I25I019 3141OF4V4 PAID DOWN PAR VALUE OF F N M A#888336 5.000% 7/01/36 JANUARV FNMA -1,847.0800 0.000000 1,MT.08 -1,985.61 -138.53 DUE 2/25/19 02I25I019 3138EG6F6 PAID DOWN PAR VALUE OF F N M A ML0869 4.500% 6/01/29 JANUARV FNMA -173.4200 0.000000 173.42 -183.41 -9.% DUE 2/25119 02I25I019 31417VAV3 PAID DOWN PAR VALUE OF F N M A WA0022 4.500% 4/01/E9 JANUARV FNMA -376.0200 0.000000 376.02 -397.68 -21.66 DUE 2/25/19 02I25I 019 31397DREO PAID DOWN PAR VALUE OF FIN M A GTD REMIC 1.113% M5141 -2,804.1800 0.000000 2,804.18 -2,803.30 0.88 02126/2019 31846V567 SOLD UNITSOF FIRSTAM GOVTOB FDCLZ -1,974,069.1000 1.000000 1,974,069.10 -1,974,069.10 0.00 02121/2019 31846V567 SOLD UNITSOF FIRSTAM GOVTOB FDCLZ .4,988,678.4700 1.000000 4,988,678.47 4,988,618.47 0.00 02127/2019 31846V567 SOLD UNITSOF FIRSTAM GOVTOB FDCLZ -4,394,716.9600 1.000000 4,3M,716.96 4,3M,716.96 0.0 3ofT U.S. Bank Transaction History 02/01/2019 Thru 02/28/2019 Entry Date CUSIP Id Explanation Units Price Not Cash Aral, Cost Gain/Loss 0212812019 31846V567 SOLD UNITS OF FIRSTAM GOVTOB FDCLZ -13,746,648.9600 1.000000 13,746,648.96 -13,746,648.96 0.00 TOTAL DISPOSITIONS -IN,"6.774.5900 104,271,121.49 .104 334 741.08 fi3.619.59 OTHERTRANSACTIONS 02/0112019 31846V567 INTEREST EARNED ON FIRST AM GOVT OF FD CL Z UNIT ON 00000 SHARES DUE 0.0000 OA00000 17,454.66 0.00 0.00 1/31/2019 INTEREST FROM 111119 TO 1131119 02/0112019 31846V567 INTEREST EARNED ON FIRST AM GOVT OB ED CL Z UNIT ON 0.0000 SHARES DUE 0.0000 0.000000 38,421.59 0.00 0.00 1/31/2019 INTEREST FROM 111/19 TO 1/31I19 02106/2019 44932HAH6 INTEREST EARNED ON IBM CREDIT CORP 3.000% 2/06123$1 PV ON 5670000.0000 0.0000 0.000000 85,050.00 0.00 0.00 SHARES DUE 2/B12019 02106/2019 89233HP65 INTEREST EARNED ON TOYOTA MOTOR CREDIT CO C P 2106/19$1 PV ON ODD00 0.000000 9,668.75 0.00 0.00 i WOOOO.0000 SHARES DUE 2/6/20191,5WN0 PAR VALUE AT IN% 02/07/2019 06406RAA5 INTEREST EARNED ON BANK OF NY MTN 2.600% 2107122$1 PV ON 2500000.0000 0.0000 0.000000 32,500.00 0.00 0.00 SHARES DUE W12019 02/08/2019 594918BP8 INTEREST EARNED ON MICROSOFT CORP 1.550% B/OB/21 $1 PV ON 0.0000 0.000000 23,598.75 0.00 0.00 3045000.0000 SHARES DUE 2I8/2019 02/12/2019 69371RN36 INTEREST EARNED ON PACCAR FINANCIAL MTN 1.200% 8/1V19$1 PV ON ODD00 0.000000 6,498.00 0.00 0.00 1083000.0000 SHARES DUE 2112/2019 02/12/2019 912796UN7 INTEREST EARNED ON U S TREASURY BILL 2/1 V19$1 PV ON 20000000.0000 ODD00 0.000000 60,566.67 0.00 0.00 SHARES DUE 2/12I2019 20N0,000 PAR VALUE AT 100% 02/12/2019 912828WW6 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 1A25% 7131119 0.0000 0.000000 - ,080.11 0.00 0.00 02/13/2019 912828WUO BOOK VALUE OF U S TREASURY I P S 0.125% 7/15124 ADJUSTED BY-18824.00 0.0000 0.000000 0.00 0.00 0.00 UNITS DECREASE TO ADJUST FOR CHANGE IN CPI 02/13/2019 912828WUO FED BASIS OF U S TREASURY I P S 0A25% 9/15/24 ADJUSTED BY-18824.00 UNITS 0.0000 0.000000 0.00 -18,824.00 0.00 DECREASE TO ADJUST FOR CHANGE IN CPI 02/13/2019 46625HKA7 PAID ACCRUED INTEREST ON PURCHASE OF JPMORGAN CHASE CO 2.250% 0.0000 0.000000 -1,875.00 0.00 0.00 fi2=0 0211312019 912828WUO PAR VALUE OF U S TREASURY I P S 0.125% 7/15/24 ADJUSTED BY-18824.0000 -18,824.0000 0000000 0,00 0.00 0.00 UNITS DECREASE TO ADJUST FOR CHANGE IN CPI 02I1312019 912828WUO STATE COST OF U S TREASURY I P S 0.125% 7/15124 ADJUSTED BY-18824.00 0.0000 0.000000 0,00 0.00 0.00 UNITS DECREASE TO ADJUST FOR CHANGE IN CPI 02/15/2019 02587AAJ3 INTEREST EARNED ON AMERICAN EXPRESS 1.930% 9115/22$1 PV ON 10084.2400 0.0000 0000000 10,084.24 0.00 0.00 SHARES DUE 2/15/2019$0.00161/PV ON 6,270,000.00 PV DUE V15I19 02/15/2019 02665WAH4 INTEREST EARNED ON AMERICAN HONDA MTN 2.250% 8/15119$1 PV ON 0.0000 0.000000 45,000.00 0.00 0.00 4000000.0000 SHARES DUE 2/15/2019 02/15/2019 313384BX6 INTEREST EARNED ON F H L B DISC NTS V15I19$1 PV ON 3200000.0000 0.0000 0.000000 5,056.00 0.00 0.00 SHARES DUE V1512019 3,200,000 PAR VALUE AT 100% 02/15/2019 31348SWZ3 INTEREST EARNED ON F H L M C#786064 4.270% 1101/28$1 PV ON 7.0700 SHARES 0.0000 0.000000 7.07 0.00 0.00 DUE WSP2019 DECEMBER FHLMC DUE 2/15/19 4 of] U.S. Bank Transaction History 02/01/2019 Thru 02/28/2019 Entry Date CUSIP Id Explanation Units Price Net Cash Amt Cost GonlLoss 02/15/2019 3133TCE95 INTEREST EARNED ON F H L M C MLTCL MTG 3.587% 8/15/32$1 WON 31.9400 0.0000 0.000000 37.94 0.00 0.00 SHARES DUE 2/15/2019$0.002991PV ON 11,684.60 PV DUE 2115/19 02/15/2019 43814OAC2 INTEREST EARNED ON HONDA AUTO 1.390% 4/15/20$1 PV ON 431.6900 0.0000 0.000000 431.69 0.00 0.00 SHARES DUE 2/15/2019$0.001161PV ON 372,677.89 PV DUE 2/15/19 02/15/2019 47188MAC4 INTEREST EARNED ON JOHN DEERE OWNER 1.360% 4/15/20$1 PV ON 354.9500 0.0000 0.000000 354.95 0.00 0.00 SHARES DUE 2/15/2019$0.001131PV ON 313,193.60 PV DUE 2/15/19 02/15/2019 47188NAD0 INTEREST EARNED ON JOHN DEERE OWNER 1.490% 5/15/23$1 PV ON 1429.1600 0.0000 0.000000 1,429.16 0.00 0.00 SHARES DUE 2115/2019$0.001241PV ON 1,151,000.00 PV DUE V15119 02/15/2019 47788BABO INTEREST EARNED ON JOHN DEERE OWNER 1.590% 4/15/20$1 PV ON 268.4800 0.0000 0.000000 268.48 0.00 0.00 SHARES DUE 2/15/2019$0.001331PV ON 202,624.48 PV DUE 2/15/19 02/15/2019 47788BAM INTEREST EARNED ON JOHN DEERE OWNER 1.820%10/15/21$1 PV ON 1023.7500 0.0000 0.000000 1,023.75 0.00 0.00 SHARES DUE 2/15/2019$0.001521PV ON 675,000.00 PV DUE 2/15/19 02/15/2019 47188CABB INTEREST EARNED ON JOHN DEERE OWNER 2.420%10/15/20$1 PV ON 2837.2400 0.0000 0.000000 2,837.24 0.00 0.00 SHARES DUE 2115/2019$0.002021PV ON 1,406,896.03 PV DUE V15119 02/15/2019 47188CAC6 INTEREST EARNED ON JOHN DEERE OWNER 2.660% 4/18/22$1 PV ON 2970.3300 0.0000 0.000000 2,970.33 0.00 0.00 SHARES DUE 2115Y2019$0.002221PV ON 1,340,000.00 PV DUE V15119 02/15/2019 47188EAC2 INTEREST EARNED ON JOHN DEERE OWNER 3.080%11/15122$1 PV ON 0.0000 0.000000 11,883.67 0.00 0.00 11883.6700 SHARES DUE 2/15/2019$0.00257/PV ON 4,630,000.00 PV DUE 2115119 02/15/2019 65478VAD9 INTEREST EARNED ON NISSAN AUTO 1.320% 1115121 $1 PV ON 1053.1200 0.0000 0.000000 1,053.12 0.00 0.00 SHARES DUE W6C?019$0.001101PV ON 957,384.98 PV DUE 2/16/19 02/15/2019 654]]UAD2 INTEREST EARNED ON NISSAN AUTO 1.500% 9115121 $1 WON 1168.3600 0.0000 0.000000 1,168.36 0.00 0.00 SHARES DUE W6C?019$0.001251PV ON 934,690.41 PV DUE 2/16/19 02/15/2019 65478GAD2 INTEREST EARNED ON NISSAN AUTO 1.750%10115/21$1 PV ON 2625000.0000 0.0000 0.000000 3,828.12 0.00 0.00 SHARES DUE 2115Y 019 02/15/2019 65479GAD1 INTEREST EARNED ON NISSAN AUTO 3.060% 3/15123$1 PV ON 9078.0000 0.0000 0.000000 9,078.00 0.00 0.00 SHARES DUE 2115/2019$0.002551PV ON 3,560,000.00 PV DUE V15119 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0.000000 282.31 0.00 0.00 SHARES DUE V1812019$0.00131IPV ON 215,778.13 PV DUE V18119 59f7 U.S. Bank Transaction History 02/01/2019 Thru 02/28/2019 Ent,Data CUSIP to Explanation Units Price Not Cash Amt Cost GairlLoss 02/1912019 43814PAC4 INTEREST EARNED ON HONDA AUTO 1.790% 9/20/21$1 PV ON 4609.2500 0.0000 0.000000 4,609.25 0,00 0.00 SHARES DUE 211812019$0.00149IPV ON 3,090,000.00 PV DUE V18119 02/19/2019 43814UAG4 INTEREST EARNED ON HONDA AUTO 3.010% 5118122$1 PV ON 4289.2500 0.0000 0.000000 4,289.25 0.00 0.00 SHARES DUE 211812019$0.00251IPV ON 1,710,000.00 PV DUE V18I19 02/19/2019 62479MPK3 INTEREST EARNED ON MUFG BANK LTD NV BRAN C P 2I19/19$1 PV ON 0.0000 0.000000 13,072.50 0.00 0A0 1500000.0000 SHARES DUE 2119/20191,500,000 PAR VALUE AT 100% 02/19/2019 62479MPK3 INTEREST EARNED ON MUFG BANK LTD NV BRAN C P 2I19/19$1 PV ON 0.0000 0.000000 78,435.00 0.00 0.00 9000000.0000 SHARES DUE 2119/2019 9,000,000 PAR VALUE AT 100% 02/19/2019 69353RFB9 INTEREST EARNED ON PNC BANK NA MTN 2.625% 2/11/22$1 PV ON 1000000.0000 0.0000 0.000000 13,125.00 0.00 0.00 SHARES DUE 2117/2019 02/20/2019 313384CC1 INTEREST EARNED ON F H L B DISC NTS V20I19$1 PV ON 1700000.0000 0.0000 0.000000 6,259.31 0.00 0.00 SHARES DUE M0120191,700,000 PAR VALUE AT 100% 02/20/2019 36225CAZ9 INTEREST EARNED ON G N M A 11#080023 4.125%12/20/26$1 PV ON 62.3500 0.0000 0.000000 62.35 0.00 0.00 SHARES DUE 2120/2019JANUARV GNMADUE MOMS 02/20/2019 36225CC20 INTEREST EARNED ON G N M A 11#080088 3.625% 6/20Y21$1 PV ON 53.3900 0.0000 0.000000 53.39 0.00 0.00 SHARES DUE 2120/2019JANUARV GNMADUE 2/20/19 02/20/2019 36225CNM4 INTEREST EARNED ON G N M A 11#080395 3.625% 4/20130$1 PV ON 21.8400 0.0000 0.000000 21.84 0.00 0.00 SHARES DUE 2120/2019JANUARV GNMADUE 2/20/19 02/20/2019 36225CN28 INTEREST EARNED ON G N M A 11#080408 3.625% 5/20/30$1 PV ON 171.5900 0.0000 0.000000 171.59 0.00 0.00 SHARES DUE 2120/2019JANUARV GNMADUE 2/20/19 02/20/2019 36225DCM INTEREST EARNED ON G N M A 11#080965 3.750% 7/20/34$1 PV ON 167.8300 0.0000 0.000000 167.83 0.00 0.00 SHARES DUE 2120/2019JANUARV GNMADUE 2/20/19 02/21/2019 43815HAC1 INTEREST EARNED ON HONDA AUTO 2.950% 8=22$1 PV ON 9759.5800 0.0000 0.000000 9,759.58 0.00 0.00 SHARES DUE 2121Y2019$0.00246IPV ON 3,970,000.00 PV DUE V21119 02122/2019 313384CE7 INTEREST EARNED ON F H L B DISC NTS W2I19$1 PV ON 650000.0000 0.0000 0.000000 2, 4 .87 0.00 0.00 SHARES DUE 212212019 650,000 PAR VALUE AT 100% 02/25/2019 03215PFN4 INTEREST EARNED ON AMRESCO 3.56502% 6125/29$1 PV ON 397.3300 0.0000 0.000000 397.33 0.00 0.00 SHARES DUE M612019$0.00297/PV ON 133,743.29 PV DUE MW19 02/25/2019 0378331388 INTEREST EARNED ON APPLE INC 2.250% M3121 $1 PV ON 4000000.0000 0.0000 0.000000 45,000.00 0.00 0.00 SHARES DUE 2123/2019 02/25/2019 31398VJ98 INTEREST EARNED ON F H L M C MLTCL MTG 4.251% 1/25120$1 PV ON 900000.0000 0.0000 0.000000 3,188.25 0.00 0.00 SHARES DUE 2125/2019 02/25/2019 313WJY35 INTEREST EARNED ON F H L M C MLTCL MTG 6.500% 9/25143$1 PV ON 4147.1800 0.0000 0.000000 4,147.18 0.00 0.00 SHARES DUE M612019$0.00542/PV ON 765,634.63 PV DUE MW19 02/25/2019 31371NUC7 INTEREST EARNED ON F N M A#257179 4.500% 4101128$1 PV ON 59.3300 0.0000 0.000000 59.33 0.00 0.00 SHARES DUE 2125/2019 JANUARY FNMA DUE 2/25I19 02/25/2019 31376KT22 INTEREST EARNED ON F N M A#357969 5.000% 9101135$1 PV ON 458.7400 0.0000 0.000000 458.74 0.00 0.00 SHARES DUE 2125/2019 JANUARY FNMA DUE 2/25I19 02/25/2019 31381PDA3 INTEREST EARNED ON F N M A#466397 3.400%11I01=$1 PV ON 1004.5400 0.0000 0.000000 1,004.% 0.00 0.00 SHARES DUE 2125/2019JANUARV FNMADUE 2/25I19 60fT U.S. Bank Transaction History 02/01/2019 Thru 02/28/2019 Entry Date CUSIP Id Explanation Units Price Net Cash Amt C.st G.icIL-. 02/25/2019 31403DJZ3 INTEREST EARNED ON F N M A#745580 5.000% 6101136$1 PV ON 432.6000 0.0000 0.000000 432.60 0.00 0.00 SHARES DUE 2125/2019JANUARY FNMADUE 2/25119 02/25/2019 31403GXF4 INTEREST EARNED ON F N M A#748678 5.000%10/01/33$1 PV ON 7.7100 SHARES 0.0000 0.000000 7.71 0.00 0.00 DUEMSQ019JANUARY FNMADUE 2/25119 02/25/2019 31406POY8 INTEREST EARNED ON F N M A#8159]i 5.000% 3101135$1 PV ON 758.0200 0.0000 0.000000 758.02 0.00 0.00 SHARES DUE 2125/2019JANUARY FNMADUE 2/25119 02/25/2019 31406XWT5 INTEREST EARNED ON F N M A#823358 4.722% V01135$1 PV ON 443.6100 0.0000 0.000000 443.61 0.00 0.00 SHARES DUE 2125/2019JANUARY FNMADUE 2/25119 02/25/2019 31407BXH7 INTEREST EARNED ON F N M A#826080 5.000% 7101135$1 PV ON 85.4700 0.0000 0.000000 85.47 0.00 0.00 SHARES DUE 2125/2019JANUARY FNMADUE 2/25119 02/25/2019 3141 OF4V4 INTEREST EARNED ON F N M A#888336 5.000% 7101136$1 WON 849.5100 0.0000 0.000000 849.51 0.00 0.00 SHARES DUE 2125/2019JANUARY FNMADUE 2/25119 02/25/2019 3138EG6F6 INTEREST EARNED ON F N M A#AL0869 4.500% 6/01Y29$1 PV ON 43.2800 0.0000 0.000000 43.28 0.00 0.00 SHARES DUE 2125/2019JANUARY FNMADUE 2/25119 02/25/2019 31417`YAY3 INTEREST EARNED ON F N M A#MA0022 4.500% 4101/29$1 PV ON 70.9500 0.0000 0.000000 70.95 0.00 0.00 SHARES DUE 2125/2019JANUARY FNMADUE 2/25119 02/25/2019 31397OREO INTEREST EARNED ON F N M A GTD REMIC 1.113% 2/25/41$1 WON 564.3500 0.0000 0.000000 564.35 0.00 0.00 SHARES DUE 2125/2019$0.002661PV ON 212,295.17 PV DUE 2/25/19 02/26/2019 912828WUO BOOK VALUE OF U S TREASURY I P S 0.125% 7/15124 ADJUSTED BY-16328.00 0.0000 0.000000 0.00 0.00 0.00 UNITS DECREASE TO ADJUST FOR CHANGE IN CPI 02/26/2019 912828WUO FED BASIS OF U S TREASURY I P S 0.125% 7/15124 ADJUSTED BY-16328.00 UNITS 0.0000 0.000000 0.00 -16,328.00 0.00 DECREASE TO ADJUST FOR CHANGE IN CPI 02/26/2019 3135GOJ20 INTEREST EARNED ON F N M A DEB 1.375% 2/26/21$1 WON 10000000.0000 0.0000 0.000000 68,750.00 0.00 0.00 SHARES DUE M612019 02/26/2019 02665WAH4 PAID ACCRUED INTEREST ON PURCHASE OF AMERICAN HONDA MTN 2.250% 0.0000 0.000000 -1,359.19 0.00 0.00 B/15/19 02/26/2019 912828WUO PAR VALUE OF U S TREASURY I P S 0.125% 7/15/24 ADJUSTED BY-16328.0000 -16.328.0000 0.000000 0.00 0.00 0.00 UNITS DECREASE TO ADJUST FOR CHANGE IN CPI 02/26/2019 912828WUO STATE COST OF U S TREASURY I P S 0.125% 7/15124 ADJUSTED BY-16328.00 0.0000 0.000000 0.00 0.00 0.00 UNITS DECREASE TO ADJUST FOR CHANGE IN CPI 02/28/2019 9128281-24 INTEREST EARNED ON U S TREASURY NT 1.875% 8131122$1 PV ON 6000000.0000 0.0000 0.000000 56,250.00 0.00 0.00 SHARES DUE 212812019 02/28/2019 313383YJ4 PAID ACCRUED INTEREST ON PURCHASE OF F H L B DEB 3.375% 9108123 0.0000 0.000000 -56,179.69 0.00 0.00 02I28/2019 3135GOV34 PAID ACCRUED INTEREST ON PURCHASE OF F N M A 2.500% 2I05/24 0.0000 0.000000 4,944A4 0.00 0.00 02I28/2019 891140G48 PAID ACCRUED INTEREST ON PURCHASE OF TORONTO MTN 3.500% 7/19/23 0.0000 0.000000 -18,958.33 0.00 0.00 TOTAL OTHER TRANSACTIONS 45,152.0000 733.148.]8 7 of OPERATIONS COMMITTEE Meeting Dare TOBd.Ur .Dir. 03/06/19 03/27/19 AGENDA REPORT Item 2 mbe Item Number 2 4 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Kathy Millea, Director of Engineering SUBJECT: OCEAN OUTFALL SYSTEM REHABILITATION, PROJECT NO. J-117 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Services Agreement with Schweitzer Engineering Laboratories (SEL) to provide final design, programming, testing, commissioning, and training for a load-shedding system and electrical power system protective relays for Ocean Outfall System Rehabilitation, Project No. J-117, Ouffall Low Flow Pump Station, Contract No. J-117B, for a total amount not to exceed $1,100,000; and B. Approve a contingency of$110,000 (10%). BACKGROUND Electrical power for the Orange County Sanitation District's (Sanitation District) Plant No. 2 is supplied by its own Central Generation System (CenGen) and by Southern California Edison (SCE). In a SCE power outage, the entire plant load is initially supplied only by CenGen until standby diesel generator power starts to feed select loads. If the load exceeds the operating CenGen capacity for a fraction of a second, CenGen will shut down. A centralized, Schweitzer Engineering Laboratories (SEL) high-speed load-shedding system is being installed by Ouffall Low Flow Pump Station, Contract No. J-117B, to maintain plant operations during a SCE power outage by dynamically switching equipment backed up by standby generators off CenGen and shutting down non-critical equipment. The system utilizes microprocessor-based controllers and relays interconnected in a dedicated high-speed network to monitor plant loads and critical events to immediately shed excess low priority loads. This system also greatly reduces the magnitude of potential arc flash events,which is an important safety concern for power distribution equipment. On March 28, 2018, the Board authorized staff to sole source SEL for the load-shedding system and electrical power system protective relays and authorized staff to negotiate sole source, professional services with SEL. RELEVANT STANDARDS • 24/7/365 treatment plant reliability Page 1 of 3 Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard PROBLEM The implementation of the load-shedding and protective relaying systems requires a specific expertise in programming, high-speed network design, and configuration to guarantee the system performance. Timing and system performance is essential to quickly trip loads before CenGen is overloaded and reduce arc flash hazards using relay-to-relay communications. The load-shedding controller also has proprietary logic at the core of its function that only SEL can configure. PROPOSED SOLUTION Award a Professional Services Agreement to SEL to provide qualified staff with extensive experience in designing, programming, configuring, testing, and commissioning their load-shedding and protective device systems at Plant No. 2 to meet the system performance requirements. TIMING CONCERNS The Outfall Low Flow Pump Station, Contract No. J-117B, will be furnishing and installing the materials for the load-shedding and protective relaying systems. The Professional Service Agreement is required to complete the final network and communications design, detailed installation drawings, and factory testing so the J-117B Contractor can install and network the load-shedding and protective relaying equipment. A delay in issuing this Processional Services Agreement may impact the completion of Contract No. J-117B. RAMIFICATIONS OF NOT TAKING ACTION The load-shedding system final design will not be completed and the system will not be programmed, tested, commissioned, and put into operation. PRIOR COMMITTEE/BOARD ACTIONS March 2018 - Authorized staff to specify SEL as the sole source provider for current and future projects equipment, materials, and services for electrical power system protective relays and load-shedding systems at Plant Nos. 1 and 2; authorize staff to negotiate service agreements for services related to protective relays and load-shedding systems for current and future projects, and for on-going operations and maintenance at Plant Nos. 1 and 2; and ratify the addition of Schweitzer Engineering Laboratories to the list of pre-approved Original Equipment Manufacturers for procurements under $100,000 for equipment, materials, and services for electrical power system protective relays and load-shedding systems. Page 2 of 3 ADDITIONAL INFORMATION Staff worked collaboratively with SEL to develop the detailed professional services scope of work to ensure that the required elements met the needs of Contract J-117B. A review of the preliminary and final proposed pricing was conducted based on the Sanitation District's experience programming control systems and performing factory testing and field commissioning. Based on this review, staff determined the negotiated fee to be fair and reasonable for these services. The March 2018 estimate for the SEL load-shedding and protective relay systems for Plant No. 2 was in the range of$1.5 million to$2.5 million. Based on SEL's actual material costs on Contract No. J-117B and this Professional Services Agreement, the total estimated cost is approximately $2.2 million. CEQA An Initial Study/Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program for the Outfall Low Flow Pump Station, Contract No. J-117B, was adopted by the Board on September 27, 2017. The Notice of Determination was filed with the Orange County Clerk-Recorder on October 2, 2017. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (Fiscal Year 2018-19 and 2019-20 Budget, Section 8, Page 37) and the budget is sufficient for this action. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: Professional Services Agreement JM:MD:dm:gc Page 3 d 3 PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT, hereinafter referred to as AGREEMENT, is made and entered into and is to be effective the 27'h day of March 2019, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and SCHWEITZER ENGINEERING LABORATORIES, INC. (SEL), for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT'. The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a consultant for OUTFALL LOW FLOW PUMP STATION, CONTRACT NO. J-117B ("Project") to provide professional services for engineering support, including detailed network design, integration, programming, factory demonstration testing, commissioning, training, and closeout of the Load Shed and Substation LAN system, and to provide any necessary equipment or materials through CONSULTANT or CONSULTANT'S subcontractors; and, WHEREAS, CONSULTANT satisfies all qualification requirements identified in this AGREEMENT and agrees to provide the professional services and equipment specified herein; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and equipment and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on March 27, 2019 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the mutual obligations, representations, and promises contained in this AGREEMENT, the Parties hereby agree as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish all professional services and equipment necessary 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,and completeness and coordination of the work and services furnished by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is required, it is understood that any such approval shall operate as conceptual approval only and shall not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, or industry standards, and shall not limit or reduce CONSULTANT's liability for any and all damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants to the extent indicated herein. PSA -1- CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION B. CONSULTANT is solely responsible for the quality of work prepared under this AGREEMENT and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all comments, suggestions, and recommendations from the SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.). C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or applicable laws, regulations, or industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager in accordance with Section 1.E below and any other Warranty provided herein. D. Any CAD drawings, figures, and other work produced by CONSULTANT and Subconsultants shall be completed pursuant to 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 all SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and require advance written approval of the SANITATION DISTRICT. E. Submittals, including electronic files, shall be subject to an acceptance review period established in the schedule for the noted milestone and associated submittal. If a submittal is required which is not addressed in the schedule, the SANITATION DISTRICT will provide a response to the submittal provided by CONSULTANT on the required date unless otherwise negotiated with the CONSULTANT. The SANITATION DISTRICT shall perform appropriate reviews to ensure compliance with SANITATION DISTRICT's internal standards and requirements, including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional costto the SANTITATION DISTRICT. CONSULTANT's revisions shall be submitted to SANITATION DISTRICT within five (5) calendar days of CONSULTANT's receipt of the SANITATION DISTRICT's revision request, for the second review period of no more than five (5)days. Should there be further requests for revisions by SANITATION DISTRICT or, should SANITATION DISTRICT take more than the five (5) days to respond to CONSULTANT, the Project schedule will be adjusted to account for any further delays in order to gain SANITATION DISTRICT's acceptance. The Parties understand and agree that SANITATION DISTRICT shall have no responsibility to review submittals for compliance with any applicable laws, regulations, or industry standards, and further agree that nothing in this AGREEMENT shall limit CONSULTANT's responsibility to ensure that all submittals or other work product conform with all applicable laws, regulations, and industry standards. PSA -2- CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION F. The Parties understand that the provision of consulting services under this AGREEMENT may require CONSULTANT and SANITATION DISTRICT to provide certain Confidential Information to the other Party. Confidential Information includes, without limitation, any information, design, process, procedure, formula, data, concept, or know how, regardless of form or means of conveyance, that is: (i) valuable and secret in the sense that its confidentiality affords the disclosing party a competitive advantage over its competitors; (ii) confidential or proprietary, whether or not patentable or copyrightable; or (III) related to a Party or its business operations, financials, performance results, product planning, marketing strategies, pricing, customers, prospects, suppliers, products, computers, software and any related information (including the existence and terms of this Agreement). Confidential Information shall not include any information, design, process, procedure, formula, data, concept, or know how that: (1) is known to the receiving Party prior to disclosure by the disclosing Party, (ii) is independently developed by a Party without use of any Confidential Information, (III) is or becomes lawfully available to the receiving Party on a non-confidential basis from a source other than the disclosing Party, or (iv) that the disclosing Party authorizes for release in writing. The receiving Party shall use Confidential Information solely in connection with discussions with the disclosing Party and any resulting business transactions between the Parties, provided such use does not violate the terms of this AGREEMENT. The receiving Party shall not use, share, or exploit Confidential Information for the Party's own benefit or that of any third party and shall only use Confidential Information as contemplated by this Agreement or as otherwise specifically authorized in writing by the disclosing Party. The receiving Party shall not make any more copies of Confidential Information than are necessary for its use pursuant to this Agreement. Except as may be required by law or otherwise permitted herein,the receiving Party shall not disclose to any third party any of the Confidential Information of the disclosing Party, or the fact that discussions between the parties are taking place or any of the terms, conditions or other facts with respect thereto, including the status thereof, without the prior written consent of the disclosing Party. The Parties may disclose Confidential Information to officers, directors, employees, service providers, consultants, subcontractors, agents and attorneys (collectively, "Representatives") with a need to know the Confidential Information in order to complete the services contemplated in this AGREEMENT, provided the receiving Party binds those Representatives to terms at least as restrictive as those in this Agreement. The Parties agree to take commercially reasonable efforts to prevent the improper disclosure or dissemination of Confidential Information and shall be responsible for any breach of this Agreement by any person to whom the receiving Party discloses any Confidential Information. In the event that either Party is required by law, governmental authority, or judicial order, according to advice of counsel, to disclose any Confidential Information covered by this Agreement, the Party being compelled to disclose shall provide the other Party with prompt notice of such pending disclosure so that the other party may seek a protective order, if appropriate. The receiving Party shall use at least the same degree of care (and, in any event, not less than a reasonable degree of care) in protecting the disclosing Party's Confidential Information as it exercises in protecting its own similar Confidential Information. The receiving Party shall notify the disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information, PSA -3- CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION or any other breach of this Agreement, and shall cooperate in every reasonable way with the disclosing Party to help regain possession of Confidential Information and prevent its further unauthorized use and/or disclosure. The Parties acknowledge that irreparable harm may result from use or disclosure of Confidential Information in violation of this AGREEMENT and agree that, in the event of breach or threatened breach of this AGREEMENT by either Party, the other party shall have remedy in law and/or equity, including without limitation appropriate injunctive relief or specific performance,as may be granted by a court of competent jurisdiction. The termination, expiration, or completion of the consulting relationship established under this AGREEMENT shall not relieve the Parties or their Representatives of their obligations under this provision, including the obligation to prevent improper disclosure, use, or dissemination of Confidential Information. 2. COMPENSATION Total fixed-price compensation shall be paid to CONSULTANT for services completed in accordance with the scope of work detailed in Attachment A- SCOPE OF WORK in the amount of One Million Ninety Six Thousand and Seventy Four Dollars ($1,096,074.00). Total compensation is inclusive of all taxes required to be paid by the CONSULTANT. 3. PROGRESS AND OTHER REPORTS Progress Reports. CONSULTANT will submit a progress report with each invoice reflecting the amount of funds expended in labor and/or in other Project costs for the invoice submitted and in total for the Project by milestone. The progress reports shall summarize the stage of completion the Project as a whole, address any concerns or delays which may be foreseen, and identify potential items which may require a change order which are not included in the Final Scope of Work attached herein. 4. PAYMENT A. Upon completion of any Project milestone, CONSULTANT shall submit invoices, hereinafter referred to as "Milestone Invoices,' to the SANITATION DISTRICT. All Milestone Invoices shall include a Progress Report as specified in Section 3 — PROGRESS AND OTHER REPORTS. CONSULTANT shall warrant and certify the accuracy of the amounts invoiced for each fixed price milestone. CONSULTANT understands that submitted prices are subject to Section 13 — AUDIT PROVISIONS. B. CONSULTANT will submit Milestone Invoices covering milestones tasks performed for payment no later than the second Wednesday of the following month after completion of the milestone and in the format required by the SANITATION DISTRICT. The format must include, at a minimum: (a) current milestone being invoiced and the dollar amount (b)current total Project percent invoiced to date and the dollar amount (c) remaining total Project percent to be invoiced and the dollar amount PSA -4- CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT net thirty (30) days of the date of CONSULTANT's invoice for one hundred percent(100%)of the invoiced amount. C. Upon satisfactory completion of the Scope of Work performed hereunder and prior to final payment under this AGREEMENT for such Scope of Work, or upon prior settlement following 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. D. 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; or (e) is the beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. SANITATION DISTRICT's working hours are 6:30 am to 4:30 am. A work day is ten (10) working hours. If CONSULTANT requires overtime wherein, overtime pay will be required, CONSULTANT will request and receive written approval from SANITATION DISTRICT's to work the requested amount of overtime hours at 1.5 times the rate of the CONSULTANT employee's daily per diem rate for the amount of overtime approved. PSA -5- CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION 6. PREVAILING WAGES To the extent CONSULTANT intends to utilize employees or Subconsultants who will perform public works during the Agreement, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to, and shall comply with, all prevailing wage requirements with respect to such employees, and will ensure that all Subconsultants comply with all applicable prevailing wage requirements. 7. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees and/or Subconsultants who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq., CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall at all times comply with all applicable provisions of the Labor Code, including Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non- compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to the SANITATION DISTRICT and/or members of the general public upon request, provided the public request is made through the SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner, including those described in Title 8, California Code of Regulations Section 16461(a). 8. INTELLECTUAL PROPERTY A. CONSULTANT retains all intellectual property rights to anything created, owned, conceived, reduced to practice, or fixed in a tangible medium by CONSULTANT before the Project or outside of the scope of the Project and any improvement based solely thereon ("CONSULTANT Background Technology'). B. SANITATION DISTRICT will own all intellectual property rights to improvements which are made (fixed in a tangible medium of expression or conceived and reduced to practice)and delivered to SANITATION DISTRICT under the Project, subject to CONSULTANT ownership of CONSULTANT Background Technology. PSA -6- CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION C. Subject to CONSULTANT's ownership of CONSULTANT BACKGROUND TECHNOLOGY, SANITATION DISTRICT will retain sole ownership of any and all Work Product provided by the CONSULTANT under this AGREEMENT. Work Product includes, but is not limited to,all drafts,data, correspondence, proposals, and reports (collectively, "Work Product") compiled, composed, or created by CONSULTANT under this AGREEMENT. D. CONSULTANT grants SANITATION DISTRICT a perpetual, worldwide, non- exclusive, non-transferrable, personal, revocable, limited license to use and modify CONSULTANT Background Technology that are integrated into the Project only for the purpose of operation, repair, modification, extension, and maintenance of the Project.SANITATION DISTRICT agrees to indemnify,defend and hold harmless CONSULTANT and all related parties from and against any changes made by SANITATION DISTRICT or others relating to design documents produced by CONSULTANT. 9. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an"A-" Policyholder's Rating, or better, and Financial Rating of at least Class VI II, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below "B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liability The CONSULTANT shall maintain during the life of this AGREEMENT, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Five Million Dollars ($5,000,000) per occurrence with Five Million Dollars ($5,000,000) annual aggregate. Said insurance shall include coverage for the following hazards: Premises-Ongoing Operations, contractual liability, products liability/completed operations (including any product manufactured or assembled), broad form property damage, independent contractor liability, personal and advertising injury. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION PSA -7- CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive/Vehicle Liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of Five Million Dollars ($5,000,000) per person for bodily injury and Five Million Dollars ($5,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable to the SANITATION DISTRICT. F. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF"and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist,the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Five Million Dollars ($5,000,000)with limits in accordance with the provisions of this Paragraph. PSA -8- CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION 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 three(3)years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this AGREEMENT. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail' coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence' basis, said policy shall be continued in full force and effect during the term of this AGREEMENT or until completion of the services provided for in this AGREEMENT,whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this AGREEMENT. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the expiration date of said policy and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. H. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. In such case of a claim, the SANITATION DISTRICT reserves the right to require complete, certified copies of the applicable insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage: Certificate of Insurance ACORD Form 25 (5/2010)or equivalent Additional Insurance (ISO Form) CG 2001 10 01 or (General Liability) CG 2010 04 13. 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. PSA -9- CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION Additional Insured Submit endorsement provided by carrier (Auto Liability) for the SANITATION DISTRICT approval. Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent I. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either Party, except after thirty (30) days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage, 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. The certified letter must be sent to the attention of Risk Management, and shall be received by the SANITATION DISTRICT not less than thirty (30) days prior to the effective date of the change(s) if the change would reduce coverage or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. J. Primary Insurance All liability policies shall contain a Primary and Non-Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Non-Limiting (If applicable) Nothing in this document shall be construed to 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 pursuant to this Agreement. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention will be the responsibility of CONSULTANT. The SANITATION DISTRICT will not be required to pay any deductibles and/or self-insured retention with regard to any claims filed on CONSULTANT's policies. PSA -to- CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION M. 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. 10. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity any additional terms of the Amendment, changes required to the terms of the AGREEMENT, including, but not limited to any additional CONSULTANT's fees. Additional on site work required by SANITATION DISTRICT after completion of the project will be proposed at the rates noted below: hem Description Price(USD) 1 Mobilization fee per U.S. personnel Distant(requires air travel)=$3,600 Loral(within 200 miles)=$1,600 Weekday rate=$2,200/day 2 Daily rate per U.S. personnel Saturday rate=$2,900/day Sunday and holiday rate=$3,800/day Table 1 Per Diem Rate Table(U.S.) If SANITATION DISTRICT requests or requires additional days with the RTDS beyond five-day RTDS allocation provided in the initial scope of work, the RTDS rate for such additional days is $4,000 per day. Additional RTDS days due to CONSULTANT'S delay in the attached Scope of Work will not be billed to SANITATION DISTRICT. 11. PROJECT TEAM AND SUBCONSULTANTS Prior to the execution of this Agreement, CONSULTANT shall provide to SANITATION DISTRICT, and the SANITATION DISTRICT shall approve, a list containing the names and full description of all Subcontractors/Subconsultants and CONSULTANT's Project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subcontractor/Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subcontractor/Subconsultant, broken down as indicated in Section 2-COMPENSATION. SANITATION DISTRICT must approve CONSULTANT's list of Subcontractors, Subconsultants, and Project team members prior to the initiation of any work under this AGREEMENT. SANITATION DISTRICT retains the right to prevent CONSULTANT from using certain Subcontractors, Subconsultants, or Project team members if SANITATION DISTRICT reasonably believes such Subcontractors, Subconsultants, or Project team members are unqualified or unfit. There shall be no substitution of the listed Subcontractors/Subconsultants without prior written approval by the SANITATION DISTRICT. PSA -11- CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION 12. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer are required, such services will be performed by, or under the direct supervision of, registered engineers who are registered in California. 13. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable rightto access, review,examine, and audit applicable records, documents and any other evidence of procedures and practices that are reasonably related to the CONSULTANT's work under this AGREEMENT and which may be 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 Subcontractors/Subconsultants during the term of this AGREEMENT and for a period of three (3)years after its termination. B. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all Project related accounting records and documents for the type of work provided within 15 days after receipt of notice from 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. C. It is understood that CONSULTANT will not release the make-up of its labor rates nor product prices nor the formulas or processes used to determine such rates and prices. 14. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of the SANITATION DISTRICT. CONSULTANT's staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. PSA -12- CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION 15. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be affected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: SANITATION DISTRICT: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Ludwig R. Lapus, Senior Contracts Administrator Copy: Mike Dorman, Project Manager CONSULTANT: Schweitzer Engineering Laboratories, Inc. (SEL) Dita Wexler, Contracts and Risk Manager 2350 NE Hopkins Court Pullman, WA 99163 Phone: 509-332-1890 FAX: 509-332-7990 Email: selcontracts@selinc.com All communication regarding the Scope of Work will be addressed to the Project Manager identified above. Direction from other SANITATION DISTRICT staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 16. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, after 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 and any non- cancellable obligations incurred for the Project. 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 the address listed in Section 15- NOTICES. 17. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project which have been paid for but not yet delivered by CONSULTANT shall become the property of the SANITATION DISTRICT upon the termination or completion of the work in accordance with Section 17 herein. PSA -13- CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION 18. 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. 19. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. 20. 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 and approved by both Parties. 21. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) or arbitration 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. 22. WARRANTY CONSULTANT warrants to SANITATION DISTRICT that CONSULTANT-manufactured products or equipment ["Product(s)"] are free from defects in material and workmanship for ten (10) years after delivery to SANITATION DISTRICT for all CONSULTANT Products, including CONSULTANT-manufactured control enclosure structures and panels. The sole and exclusive warranties for any software are set forth in the CONSULTANT Software License Agreement. The warranty described herein is conditioned upon proper storage of Products and shall be void in its entirety if SANITATION DISTRICT modifies Products without prior written consent to, and subsequent approval of, any such modifications by CONSULTANT, or if SANITATION DISTRICT uses Products for any applications that require product listing or qualification not specifically included in the CONSULTANT written quotation or proposal. If any Product fails to conform to this warranty and SANITATION DISTRICT properly notifies CONSULTANT of such failure and returns the Product to CONSULTANT's factory for diagnosis (and pays all expenses for such return), CONSULTANT shall correct any such failure by,at its sole discretion, either repairing any defective or damaged Product part(s) or making available any necessary replacement part(s) or Product(s). CONSULTANT will pay the freight to return the Product to the SANITATION DISTRICT (Carriage Paid to(CPT)customers place of business). If CONSULTANT is unable or unwilling to repair PSA -14- CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION or replace, CONSULTANT and SANITATION DISTRICT shall negotiate an equitable resolution such as a prorated refund or credit to the SANITATION DISTRICT's account. Any Product repair or upgrade shall be covered by this warranty for the longer of one (1) year from date of repair or the remainder of the original warranty period. TO THE MAXIMUM EXTENT PERMITTED BY LAW,THIS WARRANTY SHALL BE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED (INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE), EXCEPT WARRANTY OF TITLE AND AGAINST PATENT INFRINGEMENT. CONSULTANT shall, whenever possible, pass the original manufacturer warranty to SANITATION DISTRICT for non- CONSULTANT products and/or services. CONSULTANT does not warrant non- CONSULTANT products and/or services, including non-CONSULTANT control enclosure structures, and non-CONSULTANT products within CONSULTANT panels, control enclosure structures and systems, and products or prototypes provided by CONSULTANT for testing, marketing, or loan purposes. CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards and in a manner consistent with the degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. If, within the 12-month period following completion of CONSULTANT's services under this AGREEMENT, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall reperform (or, at CONSULTANT's option and subject to SANITATION DISTRICT approval, pay a third party to reperform) any of its defective services (including services performed in conjunction with CONSULTANT systems) at no cost to SANITATION DISTRICT upon receipt of such notice detailing the defective service(s). CONSULTANT shall, within a reasonable time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 23. INDEMNIFICATION To the fullest extent permitted by law and subject to the provisions of California Civil Code Section 2782.8, 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,and agents (collectively the"Indemnified Parties"),from and against any and all claims, damages, liabilities, causes of action, suits, losses, judgments, fines, penalties,costs and expenses(including reasonable attorneys'fees,disbursements and court costs; individually, a "Claim"; collectively, "Claims')which may arise from, or are in any manner related to, work, operations, activities, or services performed by, or under the supervision of, CONSULTANT pursuant to this AGREEMENT. Such Claims include, but are not limited to, any negligent acts or omissions, recklessness and/or willful or intentional misconduct of CONSULTANT or CONSULTANT's principals,officers,agents, employees, suppliers, Subconsultants, subcontractors, and/or any person or entity employed directly or indirectly by any such party PSA -15- CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim or any portion thereof arising from: (a)the negligence or willful misconduct of the Indemnified Parties as determined in a final judgment, arbitration, award, order, settlement, or other final resolution of the matter; or (b)a natural disaster or other act of God, such as an earthquake; or (c)the action(s) of an independent third party who is wholly unrelated to the Indemnified Parties, the CONSULTANT, and CONSULTANT's principals, officers, agents, employees, suppliers, Subconsultants, and subcontractors, including any person or entity employed directly or indirectly by any of the aforementioned parties. Exceptions (a)through (c)above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify, defend, protect, and hold harmless the Indemnified Parties, from Claims arising from more than one cause if any such cause due to Contractor's negligence taken alone would otherwise result in the obligation to indemnify hereunder. To the extent permitted by law, 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 to the extent allowed herein. In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall either Party be liable to the other Party or their insurers for any loss or damage which is not covered by the negligent Party's insurance, for an amount exceeding Five Million Dollars ($5,000,000) and any liability shall terminate upon the expiration of the warranty period or the statute of limitations whichever is shorter. No claim, regardless of form, arising under this AGREEMENT may be brought by a Party outside of the applicable California statute of limitations. In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall either Party be liable for any special,consequential, incidental, liquidated or punitive damages, including without limitation any loss of profit or revenues, loss of use of products or associated equipment, damage to associated equipment,cost of capital,cost of substitute products, facilities, services or replacement power, downtime costs or claims of either Party's customers for such damages. The terms of this AGREEMENT are contractual and the result of negotiation between the parties hereto. Accordingly, 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. 24. DUTY TO DEFEND CONSULTANT's duty to defend the Indemnified Parties from a Claim brought hereunder is subject to California Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written PSA -16- CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION 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, in whole or in part, to the negligence, recklessness, or willful misconduct of the CONSULTANT, then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims for the portion and extent of the SANITATION DISTRICT's adjudicated negligence, recklessness, or willful misconduct. In no event shall the costs to defend the Indemnified Party charged to the Consultant exceed the Consultant's proportionate percentage of fault. 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 is fully and finally barred by the applicable statute of limitations. 25. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures, including the OCSD Safety Standards, as applicable, as may be amended from time to time. 26. CLOSEOUT When the SANITATION DISTRICT determines that all work authorized under the AGREEMENT is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the AGREEMENT is otherwise terminated or expires in accordance with the terms of the AGREEMENT, the SANITATION DISTRICT shall give the CONSULTANT written notice that the AGREEMENT will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the AGREEMENT within thirty (30) days of receipt of notice of AGREEMENT closeout. Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT shall commence a closeout audit of the AGREEMENT and will either: i. Give the CONSULTANT a final AGREEMENT Acceptance; or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT's cost unless such costs were approved for expenditure by the SANITATION DISTRICT. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the AGREEMENT. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final AGREEMENT acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its PSA -17- CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION 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 applicable provisions of the AGREEMENT which expressly or by their nature extend beyond and survive final AGREEMENT Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final AGREEMENT Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or agreement with, the CONSULTANT's request for final AGREEMENT Acceptance. 27. When the CONSULTANT will WORK on SANITATION DISTRICT sites, the OCSD's Safety Standard will be complied with by CONSULTANT employees. CONSULTANT engineers will bring hard hat, safety-toe protective footwear, safety glasses, ear plugs, and cotton or fire-rated shirt. SANITATION DISTRICT will provide any other special clothing or safety equipment required to enter site. Also, SANITATION DISTRICT will provide any special safety training to enter site(training time shall apply to onsite support time). 28. 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. This Agreement may be modified or amended only by a written document executed by the Parties and by persons with authority to execute the same. 29. WORK SUSPENSION De-mobilization and re-mobilization which is written into the Project schedule is not considered Work Suspensions under this article. Work Suspensions herein are defined as those suspensions which are not planned and therefore are not expected and would require additional funding to cover such costs. Should the Sanitation District require Consultant to suspend progress on the Consultant's work which would require Consultant to shut down the Project until such time the Sanitation District provides notice to Consultant to re-start the Project, or the Sanitation District does not respond within thirty (30) days to a request for information or other key decision points needed for the Project to remain active and progressing, the Sanitation District agrees to pay Consultant $10,000 for such situations which would require Consultant to demobilize and re-mobilize the Project for each and every situation. Upon written notice from the Sanitation District to re-mobilize the Project, Sanitation District will also Provide a revised Project schedule which extends the Project dates by, at least, the same amount of time as the time of the suspension of the Project. Should Consultant's staff be unavailable to re-start the work due to workload incurred during the Work Suspension, the revised schedule shall also take this into account for extending the dates for reasonable completion periods. PSA -18- CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION In the event that a Project is shut down or suspended due the reasons noted in this Section, for a period of more than forty-five (45) days, Consultant, will charge the Sanitation District and the Sanitation District agrees to pay Consultant additional a 20% restocking fee for any material that has been ordered but not delivered or installed which can be returned for credit. If such material is customized and cannot be re-stocked, the Sanitation District agrees to pay for any for the actual cost for the portion of the customized material that cannot be re-stocked. PSA -19- CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION 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. SCHWEITZER ENGINEERING LABORATORIES, INC. (SEL) By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By David John Shawver Date Board Chairman By Kelly A. Lore Date Clerk of the Board By Lorenzo Tyner Date Assistant General Manager and Administrative Services Director Attachments: Attachment"X—Scope of Work Attachment'B"—Not Used Attachment"C"—Not Used Attachment"D"—Allowable Direct Costs Attachment"E"—Not Used Attachment"F"— Not Used Attachment"G°— Not Used Attachment"H"—Not Used Attachment"I"— Not Used Attachment"J"—Approved Subconsultants and/or Subcontrators Attachment"K"- OCSD Safety Standards NKD:yp PSA -20- CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION OPERATIONS COMMITTEE Melting D310 TOBE.Of Dir. 03/06/19 03/27/19 AGENDA REPORT Item Item Number 3 5 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Kathy Millea, Director of Engineering SUBJECT: ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2, PROJECT NO. PS17-03 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Services Agreement with Lettis Consultants International, Inc. to provide engineering services for the Active Fault Location Study at Plant No. 2, Project No. PS17-03, for an amount not to exceed $882,430; and B. Approve a contingency of$88,243 (10%). BACKGROUND The Orange County Sanitation District's (Sanitation District) Treatment Plant No. 2 in Huntington Beach is subject to various risks involving seismic (earthquake) events. In addition to differential ground settlement, soil liquefaction, and sliding hazards, there are also fault rupture risks since Plant No. 2 spans a portion of the Newport-Inglewood fault zone. In the course of recent projects, the southern and central portions of the plant have been investigated for active faults and fault rupture potential, and some have been identified. From the information gathered to date, it is probable that additional active faults are present at the plant. RELEVANT STANDARDS • Protect Orange County Sanitation District assets • Sustain 1, 5, 20-year planning horizons • 24/7/365 treatment plant reliability PROBLEM Plant No. 2 resides on an active fault zone. It is important to identify all active fault lines in the facility. If a fault rupture occurs, the earth can rip along the fault line in different directions. If this were to occur underneath a Sanitation District facility, the result could be catastrophic for the facility. Page 1 of 4 PROPOSED SOLUTION Conduct a comprehensive fault identification and displacement study. The study will provide the Sanitation District with a more complete understanding of fault rupture risks at Plant No. 2 and be a beneficial tool for locating future facilities. TIMING CONCERNS Conducting this study now will provide guidance for future Capital Improvement Program projects that are identified as part of the 2017 Facilities Master Plan and the 2018 Biosolids Master Plan. RAMIFICATIONS OF NOT TAKING ACTION Not performing a plant-wide active fault location study for Plant No. 2 will only leave a partial understanding of the seismic risks at the site. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Consultant Selection: The Sanitation District advertised a Request for Proposal (RFP)for Active Fault Location Study at Plant No. 2, Project No. PS17-03, on June 26, 2018. The following evaluation criterion were described in the RFP and used to determine the most qualified Consultant. CRITERION WEIGHT Project Understanding and Approach 40% Related Project Experience 30% Project Team and Staff Qualifications 30% Six proposals were received on August 7, 2018 and evaluated in accordance with the evaluation process set forth in the Sanitation District Board of Directors' Purchasing Ordinance No. OCSD-52 (Purchasing Ordinance), by a pre-selected Evaluation Team consisting of the following Sanitation District staff. Eros Yong Engineering Supervisor, Planning Don Cutler Engineering Supervisor, PMO Jacob Dalgoff CIP Project Manager, PMO The Evaluation Team included one non-voting representative from the Contracts Administration Division and one non-voting technical advisor from the Planning Division. Page 2 of 4 Following scoring by the Evaluation Team,five Consultants were shortlisted for interviews on September 19, 2018. Following the interviews, each member of the Evaluation Team ranked the Consultants based on both the proposals and interviews using the evaluation criterion and weighting described above. Based on the ranking shown below, Lettis Consultants International, Inc. was selected as the most qualified Consultant. PROPOSAL EVALUATION Lettis AECOM Wood Consultant Consultants Technical Kleinfelder, Geosyntec Environmental Evaluator International, Services, Inc. Consultants, & Inc. Inc. Ine. Infrastructure Solutions, Inc. Evaluator 1 1" god 3" 5" 4'h Evaluator 2 15' 2M 3" 4" 5'h Evaluator 1°' 1°' V 0 5° Combined 1" 2nd 3m 0 r Rankin The team from Lettis Consultants International, Inc. demonstrated the best understanding and approach to tie the deeper, active faults to the surface where Sanitation District assets will be affected, and where they have worked with other municipalities to guide them through the process. Review of Fee Proposal and Negotiations: Proposals were accompanied by sealed fee proposals. In accordance with the Purchasing Ordinance, the fee proposal of only the highest-ranked firm was opened after approval by the Director of Engineering of the Evaluation Committee's recommendation. Staff conducted negotiations with Lettis Consultants International, Inc. to review contract language, clarify the requirements of the Scope of Work, the assumptions used for the estimated level of effort, and the proposed approach to meet the goals and objectives for the project. Three meetings were conducted to reach final consensus on the project scope and fees. The negotiations resulted in a minor decrease in the level of effort (hours). However, there is an increase to the negotiated fee. This occurred because their insurance carrier could not meet the Sanitation District's standard requirements. A new insurance carrier was retained, and this increased their overhead costs. Original Fee Proposal Negotiated Fee Total Hours 4,297 4,283 Total Fee $868,701 $882,430 Page 3 d 4 The Consultant's fringe and overhead costs, which factor into the billing rate, have been substantiated. The contract profit for the prime consultant is 9.59%, which is based on an established formula for the Sanitation District's standard design agreements. Based on the above, staff has negotiated the final fee for this project, is confident it is representative of the required level of effort, and recommends award of the Professional Services Agreement to Lettis Consultants International, Inc. CEQA The Sanitation District, as lead agency, has determined that the proposed Study is exempt from CEGA pursuant to CEQA Guidelines Section 15262 [Feasibility and Planning Studies]. Specifically, "A project involving only feasibility or planning studies for possible future actions which the agency, board or commission has not approved, adopted or funded does not require that preparation of an EIR or negative declaration, but does require consideration of environmental factors". The proposed Active Fault Location Study at Plant No. 2, Project No. PS17-03, will analyze and make recommendations for use in future capital facilities improvements as a planning tool, which does not commit the Sanitation District to implement any specific project. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. Budget for the project, PS17-03, Active Fault Location Study at Plant No. 2, Project No. PS17-03, is included in the Planning Studies Program budgetfor Fiscal Years FY2018-19 and FY2019-20 (Section 8, and Page 51) and the project budget is sufficient for the recommended action. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: Professional Services Agreement JGD:sa:gc Page 4 d4 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 27th day of March, 2019, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as 'SANITATION DISTRICT', and Lettis Consultants International, Inc., for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT'. The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a consultant for Active Fault Location Study at Plant No. 2, Project No. PSI 7-03, to provide professional services to provide a site-specific fault study in the remaining locations other than what has already been assessed in J-117 and P2-98. The study will identify active faults crossing the site and establish a pre-determined setback buffer zone. This study will include data collection, developing an exploration plan and an active fault evaluation at Plant 2 for use in future capital facilities improvements 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 CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on March 27, 2019 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional 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, and completeness and coordination of the work and 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 applicable laws, regulations, 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. CONSULTANT will require the same in all contracts with any Subconsultants it hires for work performed under this AGREEMENT. PSA PROJECT NO.PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO.2 Page 1 of 20 B. CONSULTANT is responsible for the quality of work prepared under this AGREEMENT and shall ensure that all work is performed in accordance with the generally accepted industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all comments, suggestions, and recommendations from the SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANT's services and/or work product($) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s)within a reasonable timeframe to be specified by the Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. Any CADD drawings, figures, and other work produced by CONSULTANT and Subconsultants using the SANITATION DISTRICT CAD Manual. 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 conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and require advance written approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of 30 calendar days during which the SANITATION DISTRICT shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANTITATION DISTRICT. E. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports 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, or(b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. PSA PROJECT NO.PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO.2 Page 2 of 20 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 Eight Hundred Eighty- two Thousand Four Hundred Thirty Dollars ($882,430). Total compensation to CONSULTANT including burdened labor(salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s)fees and costs shall not exceed the sum set forth in Attachment"E" - Fee Proposal. B. Labor As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits) actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment"E"- Fee Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment"E"- Fee Proposal. PSA PROJECT NO.PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO.2 Page 3 of 20 E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Suboonsultant total compensation in accordance with the Subconsultant amount specified in Attachment"E" - Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per Attachment"J"—Minor Subconsultant Hourly Rate Schedule and as specified in the Scope of Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. F. Direct Costs The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment"E" - Fee Proposal. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts, see Attachment"D"-Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 - COMPENSATION above. G. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications in scope of work resulting from field investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to attachment"D" Allowable Direct Costs for payment information. H. Reimbursable Direct Costs The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment"D" -Allowable Direct Costs to this AGREEMENT. The reimbursement of the above mentioned expenses will be based on an "accountable plan" as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a"per diem"component approved by IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at htto://www.gsa.gov/portal/category/104711#. PSA PROJECT NO.PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO.2 Page 4 of 20 The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs inclusive but not limited to travel, lodging and meals arrangements. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem' as deemed the most practical. CONSULTANT shall be responsible for returning to the SANITATION DISTRICT any excess reimbursements after the reimbursement has been paid by the SANITATION DISTRICT. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel meal reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"-Allowable Direct Costs of this AGREEMENT. I. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed seventy-five percent(75%) of the not-to-exceed amount of the AGREEMENT, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this AGREEMENT. PSA PROJECT NO.PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO.2 Page 5 of 20 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the Total Compensation, provided that the Total Compensation is not increased. 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to the SANITATION DISTRICT. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to Section 12 Audit Provisions. B. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 2 hereof no later than 30 days after the end of the month in which the services and/or work was performed and in the format required by the SANITATION DISTRICT. The format must include, as a minimum: 1) current billing period invoicing, 2)current billing period 'Yotal percent invoiced to date", 3)future activities, 4) previous billing period "total invoiced to date", 5) potential items that are not included in the Scope of Work, 6) concerns and possible delays, 7) percentage of completion to date, and 8) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT within 30 days of one hundred percent (100%) of the invoiced amount. 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, The SANITATION DISTRICT may, at the discretion of the Director of Engineering, 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 the Project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this AGREEMENT for the profit as set forth in Section 2- COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the PSA PROJECT NO.PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO.2 Page 6 of 20 SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this AGREEMENT, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work based on the monthly statements, including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this AGREEMENT for such work, or prior settlement upon termination of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. F. Pursuant to the California False Claims Act (Government Code sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or(a) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. PSA PROJECT NO.PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO.2 Page 7 of 20 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees and/or Subconsultants who will perform Work during the design and preconslruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Suboonsultants shall furnish a copy of all certified payroll records to the SANITATION DISTRICT and/or general public upon request, provided the public request is made through the SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(a). 7. DOCUMENT OWNERSHIP— CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies 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. PSA PROJECT NO.PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO.2 Page 8 of 20 B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable 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. 8. INSURANCE A. General I. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below "B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liability The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollar ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this AGREEMENT), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground)and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. PSA PROJECT NO.PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO.2 Page 9 of 20 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 Two Million Dollars ($2,000,000) or alternatively, Two Million Dollars ($2,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by the SANITATION DISTRICT. F. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier'SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Five Million Dollars ($5,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be 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. PSA PROJECT NO.PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO.2 Page 10 of 20 In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this AGREEMENT. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this AGREEMENT or until completion of the services provided for in this AGREEMENT, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this AGREEMENT. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. H. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010)or equivalent. • Additional Insurance (ISO Form) CG2010 1186 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. PSA PROJECT NO.PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO.2 Page 11 of 20 • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. I. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty(30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30)days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10)days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, and shall be received by the SANITATION DISTRICT not less than thirty (30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. J. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this AGREEMENT, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. PSA PROJECT NO.PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO.2 Page 12 of 20 N. Defense Costs Liability policies, excluding Professional Liability, shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Suboonsultant's operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then the SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 9. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. 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 under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, 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's personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. PSA PROJECT NO.PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO.2 Page 13 of 20 12. AUDIT PROVISIONS. A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this AGREEMENT during the term of this AGREEMENT and for a period of three (3)years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. 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 transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of the SANITATION DISTRICT. CONSULTANT's staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. PSA PROJECT NO.PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO.2 Page 14 of 20 14. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Clarice Marcin, Senior Contracts Administrator Copy: Jacob Dalgoff, Project Manager CONSULTANT: Lettis Consultants International, Inc. Dr. Ross Hartleb 27441 Tourney Road, Suite 220 Valencia, CA 91355 All communication regarding the Scope of Work,will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 15. 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 the address listed in Section 14- NOTICES. 16. 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, electronic materials, computation and study materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by the SANITATION DISTRICT. PSA PROJECT NO.PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO.2 Page 15 of 20 17. 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. 18. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. 19. 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. 20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this AGREEMENT, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 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 PSA PROJECT NO.PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO.2 Page 16 of 20 work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT's liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this AGREEMENT. Under no circumstances shall the insurance requirements and limits set forth in this AGREEMENT be construed to limit CONSULTANT's indemnification obligation or other liability hereunder. The terms of this AGREEMENT are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this AGREEMENT. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. PSA PROJECT NO.PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO.2 Page 17 of 20 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. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, as applicable, all of which may be amended from time to time. 25. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the AGREEMENT is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the AGREEMENT is otherwise terminated or expires in accordance with the terms of the AGREEMENT, the SANITATION DISTRICT shall give the Consultant written notice that the AGREEMENT will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the AGREEMENT within thirty(30) days of receipt of notice of AGREEMENT closeout. Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT shall commence a closeout audit of the AGREEMENT and will either: I. Give the CONSULTANT a final AGREEMENT Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT's cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the AGREEMENT Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final AGREEMENT acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT(regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the AGREEMENT which expressly or by their nature extend beyond and survive final AGREEMENT Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final AGREEMENT Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or AGREEMENT with, the CONSULTANT's request for final AGREEMENT Acceptance. PSA PROJECT NO.PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO.2 Page 18 of 20 26. ENTIRE AGREEMENT This AGREEMENT constitutes the entire understanding and AGREEMENT between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA PROJECT NO.PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO.2 Page 19 of 20 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: LETTIS CONSULTANTS INTERNATIONAL, INC. By Date Printed Name&Title ORANGE COUNTY SANITATION DISTRICT By David John Shawver Date Chair, Board of Directors By Kelly A. Lore Date Clerk of the Board By Lorenzo Tyner Date Assistant General Manager& Director of Administrative Services Attachments: Attachment"A"—Scope of Work, Conformed Attachment"B"—Labor Hour Matrix Attachment"C"— Not Used Attachment"D"—Allowable Direct Costs Attachment"E"— Fee Proposal Attachment"F"—Not Used Attachment"G"—Cost Matrix, Lettis Consultants International, Inc. Attachment"G"—Cost Matrix, Fugro USA Land, Inc. Attachment"H"— Not Used Attachment"I" — Not Used Attachment"J"— Minor Subconsultant Hourly Rate Schedule Attachment"IC'—OCSD Safety Standards CMM:ds PSA PROJECT NO.PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO.2 Page 20 of 20 OPERATIONS COMMITTEE Melting D310 TOBE.Of Dir. 03/06/19 03/27/19 AGENDA REPORT Item Item Number 4 fi Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Kathy Millea, Director of Engineering SUBJECT: SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126 GENERAL MANAGER'S RECOMMENDATION A. Receive and file Bid Tabulation and Recommendation for MMC, Inc. for Safety Improvements Program: NFPA 820 Improvements at Plant 1 and Plant 2, Contract No. J-126C; B. Award a Construction Contract to MMC, Inc. for Safety Improvements Program: NFPA 820 Improvements at Plant 1 and Plant 2, Contract No. J-126C, for a total amount not to exceed $469,000; and C. Approve a contingency of$46,900 (10%). BACKGROUND The Orange County Sanitation District (Sanitation District) owns and operates facilities that were designed and constructed from the 1950s to present. In July 2014, the Facility Wide Safety Assessment, Project No. SP-145-1, reviewed safety issues at the Sanitation District Plant Nos. 1 and 2, and pump stations. The study identified approximately 2,000 facility issues impacting worker safety and compliance with Cal/OSHA regulations including electrical, fall protection, machine guarding, hazardous area classifications, skylights, and walkway hazards. Each item was assigned a high, medium, or low priority rating. Pending resolution of the safety items, the Sanitation District took interim measures to minimize life-safety risks. There was an approximately even distribution between issues that would be addressed using Sanitation District resources and those that would be addressed through the Capital Improvement Program, depending on the nature and complexity. Items that could not be assigned to existing projects have been assigned to the Safety Improvements Program, Project No. J-126. To resolve the deficiencies as quickly as possible, Safety Improvements Program, Project No. J-126, is being executed through multiple construction packages that can be completed in a shorter time than using a single construction contract. Development of multiple construction packages also allows higher priority safety items to be completed more quickly than lower priority items. Page 1 of 3 RELEVANT STANDARDS Provide a safe and collegial workplace PROBLEM Among the various Project No. J-126 deficiencies are three situations at Plant Nos. 1 and 2 where the requirements of the National Fire Protection Association (NFPA) 820 standard for Fire Protection in Wastewater Treatment and Collection Facilities are not satisfied. PROPOSED SOLUTION Award Construction Contract to MMC, Inc. for Safety Improvements Program: NFPA 820 Improvements at Plant 1 and Plant 2, Contract No. J-126C. TIMING CONCERNS Delaying resolution of the safety items poses potential threats to staff, Contractor, and visitor safety. RAMIFICATIONS OF NOT TAKING ACTION Staff, Contractors, and visitors will continue to be exposed to potential safety hazards, and certain facilities will continue to not comply with code requirements. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The Sanitation District advertised Contract No. J-126C for bid on December 19, 2018, and three sealed bids were received on February 13, 2019. A summary of the bid opening is as follows: Engineer's Estimate $ 380,000 Bidder Amount of Bid MMC, Inc $ 469,000 Tharsos, Inc. $ 474,000 CDC Engineering &Technology $ 486,000 The bids were evaluated in accordance with the Sanitation District's policies and procedures. A notice was sent to all bidders on February 25, 2019, informing them of the intent of Sanitation District staff to recommend award of the Construction Contract to MMC, Inc. Page 2 d 3 Staff recommends awarding a construction contract to the lowest responsive bidder, MMC, Inc., for Safety Improvements Program: NFPA 820 Improvements at Plant 1 and 2, Contract No. J-126C, for a total amount not to exceed $469,000. CEQA A CEQA Notice of Exemption for this project was filed on August 14, 2015. The project is exempt from CEQA pursuant to CEQA's Class 1 Exemption for Existing Facilities (section 15301). The exemption calls for minor alteration of existing public or private structures, facilities, mechanical equipment, involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination. This project calls for safety related modifications of existing facilities which will have no impact to existing capacity. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (FY2018-19 and 2019-20, Section 8, Page 41, Project No. J-126), and the budget is sufficient for the recommended action. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.corn with the complete agenda package: Construction Contract TG:dm:gc Page 3 of 3 PART A CONTRACT AGREEMENT C-CA-120518 TABLE OF CONTENTS CONTRACT AGREEMENT SECTION - 1 GENERAL CONDITIONS..................................................................1 SECTION -2 MATERIALS AND LABOR.................................................................4 SECTION -3 PROJECT..........................................................................................4 SECTION -4 PLANS AND SPECIFICATONS ........................................................5 SECTION -5 TIME OF COMMENCEMENT AND COMPLETION ..........................5 SECTION -6 TIME IS OF THE ESSENCE .............................................................5 SECTION -7 EXCUSABLE DELAYS......................................................................6 SECTION -8 EXTRA WORK...................................................................................6 SECTION -9 CHANGES IN PROJECT...................................................................7 SECTION - 10 LIQUIDATED DAMAGES FOR DELAY.............................................7 SECTION - 11 CONTRACT PRICE AND METHOD OF PAYMENT.........................7 SECTION - 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS ..............................................................................................9 SECTION - 13 COMPLETION.................................................................................10 SECTION - 14 CONTRACTOR'S EMPLOYEES COMPENSATION.......................10 SECTION - 15 SURETY BONDS ............................................................................12 SECTION - 16 INSURANCE....................................................................................13 SECTION - 17 RISK AND INDEMNIFICATION.......................................................21 SECTION - 18 TERMINATION................................................................................21 SECTION - 19 WARRANTY....................................................................................21 SECTION -20 ASSIGNMENT.................................................................................22 SECTION -21 RESOLUTION OF DISPUTES ........................................................22 SECTION -22 SAFETY& HEALTH ........................................................................23 SECTION -23 NOTICES.........................................................................................23 C-CA-120518 CONTRACT AGREEMENT ORANGE COUNTY SANITATION DISTRICT CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM THIS AGREEMENT is made and entered into, to be effective, this March 27, 2019, by and between Mehta Mechanical Company, Inc. dba MIMIC, Inc., hereinafter referred to as "CONTRACTOR" and the Orange County Sanitation District, hereinafter referred to as "OCSD". WITNESSETH That for and in consideration of the promises and agreements hereinafter made and exchanged, OCSD and CONTRACTOR agree as follows: SECTION-1 GENERAL CONDITIONS CONTRACTOR certifies and agrees that all the terms, conditions and obligations of the Contract Documents as hereinafter defined, the location of the job site, and the conditions under which the Work is to be performed have been thoroughly reviewed, and enters into this Contract based upon CONTRACTOR's investigation of all such matters and is in no way relying upon any opinions or representations of OCSD. It is agreed that this Contract represents the entire agreement. It is further agreed that the Contract Documents are each incorporated into this Contract by reference, with the same force and effect as if the same were set forth at length herein, and that CONTRACTOR and its Subcontractors, if any, will be and are bound by any and all of said Contract Documents insofar as they relate in any part or in any way, directly or indirectly, to the Work covered by this Contract. A. Contract Documents Order of Precedence "Contract Documents" refers to those documents identified in the definition of"Contract Documents" in the General Conditions—Definitions. CONFORMED C-CA-120518 CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 1 of 24 1. In the event of a conflict between one Contract Document and any of the other Contract Documents, the provisions in the document highest in precedence shall be controlling. The order of precedence of the Contract Documents is as follows: a. Supplemental Agreements—the last in time being the first in precedence b. Addenda issued prior to opening of Bids—the last in time being the first in precedence c. Contract Agreement d. Permits and other regulatory requirements e. Special Provisions f. General Conditions (GC) g. Notice Inviting Bids and Instruction to Bidders h. Geotechnical Baseline Report (GBR), if attached as a Contract Document i. Plans and Specifications—in these documents the order of precedence shall be: i. Specifications (Divisions 01-17) ii. Plans iii. General Requirements (GR) iv. Standard Drawings and Typical Details j. CONTRACTOR'S Bid 2. In the event of a conflict between terms within an individual Contract Document, the conflict shall be resolved by applying the following principles as appears applicable: a. Figured dimensions on the Contract Documents shall govern. Dimensions not specified shall be as directed by the ENGINEER. Details not shown or specified shall be the same as similar parts that are shown or specified, or as directed. Full-size details shall take precedence over scale Drawings as to shape and details of construction. Specifications shall govern as to material and workmanship. C-CA-120518 CONFORMED CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 2 of 24 b. The Contract Documents calling for the higher quality material or workmanship shall prevail. Materials or Work described in words, which so applied, have a well known technical or trade meaning shall be deemed to refer to such recognized standards. In the event of any discrepancy between any Drawings and the figures thereon, the figures shall be taken as correct. C. Scale Drawings, full-size details, and Specifications are intended to be fully complementary and to agree. Should any discrepancy between Contract Documents come to the CONTRACTOR's attention, or should an error occur in the efforts of others, which affect the Work, the CONTRACTOR shall notify the ENGINEER, in writing, at once. In the event any doubts or questions arise with respect to the true meaning of the Contract Documents, reference shall be made to the ENGINEER whose written decision shall be final. If the CONTRACTOR proceeds with the Work affected without written instructions from the ENGINEER, the CONTRACTOR shall be fully responsible for any resultant damage or defect. d. Anything mentioned in the Specifications and not indicated in the Plans, or indicated in the Plans and not mentioned in the Specifications, shall be of like effect as if indicated and mentioned in both. In case of discrepancy in the Plans or Specifications, the matter shall be immediately submitted to OCSD's ENGINEER, without whose decision CONTRACTOR shall not adjust said discrepancy save only at CONTRACTOR's own risk and expense. The decision of the ENGINEER shall be final. In all matters relating to the acceptability of material, machinery or plant equipment; classifications of material or Work; the proper execution, progress or sequence of the CONFORMED C-CA-120518 CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 3 of 24 Work; and quantities interpretation of the Contract Documents, the decision of the ENGINEER shall be final and binding, and shall be a condition precedent to any payment under the Contract, unless otherwise ordered by the Board of Directors. B. Definitions Capitalized terms used in this Contract are defined in the General Conditions, Definitions. Additional terms may be defined in the Special Provisions. SECTION-2 MATERIALS AND LABOR CONTRACTOR shall furnish, under the conditions expressed in the Plans and Specifications, at CONTRACTOR's own expense, all labor and materials necessary, except such as are mentioned in the Specifications to be furnished by OCSD, to construct and complete the Project, in good workmanlike and substantial order. If CONTRACTOR fails to pay for labor or materials when due, OCSD may settle such claims by making demand upon the Surety to this Contract. In the event of the failure or refusal of the Surety to satisfy said claims, OCSD may settle them directly and deduct the amount of payments from the Contract Price and any amounts due to CONTRACTOR. In the event OCSD receives a stop payment notice from any laborer or material supplier alleging non-payment by CONTRACTOR, OCSD shall be entitled to deduct all of its costs and expenses incurred relating thereto, including but not limited to administrative and legal fees. SECTION-3 PROJECT The Project is described as: CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM C-CA-120518 CONFORMED CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 4 of 24 SECTION -4 PLANS AND SPECIFICATONS The Work to be done is shown in a set of Plans and Specifications entitled: CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Said Plans and Specifications and any revision, amendments and addenda thereto are attached hereto and incorporated herein as part of this Contract and referred to by reference. SECTION—5 TIME OF COMMENCEMENT AND COMPLETION CONTRACTOR agrees to commence the Project within fifteen (15) Days from the date set forth in the "Notice to Proceed"sent by OCSD, unless otherwise specified therein and shall diligently prosecute the Work to completion within three hundred five (305) Days from the effective date of the"Notice to Proceed" issued by OCSD, excluding delays caused or authorized by OCSD as set forth in Sections 7, 8, and 9 hereof, and applicable provisions in the General Conditions. The time for completion includes five (5) Days determined by OCSD likely to be inclement weather when CONTRACTOR will be unable to work. SECTION—6 TIME IS OF THE ESSENCE Time is of the essence of this Contract. As required by the Contract Documents, CONTRACTOR shall prepare and obtain approval of all shop drawings, details and samples, and do all other things necessary and incidental to the prosecution of CONTRACTOR's Work in conformance with an approved construction progress schedule. CONTRACTOR shall coordinate the Work covered by this Contract with that of all other contractors, subcontractors and of OCSD, in a manner that will facilitate the efficient completion of the entire Work and accomplish the required milestone(s), if any, by the applicable deadline(s) in accordance with Section 5 herein. OCSD shall have the right to assert complete control of the premises on which the Work is to be performed and shall have the right to decide the time or order in which CONFORMED C-CA-120518 CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 5 of 24 the various portions of the Work shall be installed or the priority of the Work of Subcontractors, and, in general, all matters representing the timely and orderly conduct of the Work of CONTRACTOR on the premises. SECTION—7 EXCUSABLE DELAYS CONTRACTOR shall only be excused for any delay in the prosecution or completion of the Work as specifically provided in General Conditions, "Extensions for Delay", and the General Requirements, "By CONTRACTOR or Others—Unknown Utilities during Contract Work". Extensions of time and extra compensation arising from such excusable delays will be determined in accordance with the General Conditions, "Extension of Time for Delay" and "Contract Price Adjustments and Payments", and extensions of time and extra compensation as a result of incurring undisclosed utilities will be determined in accordance with General Requirements, "By CONTRACTOR or Others— Unknown Utilities during Contract Work". OCSD's decision will be conclusive on all parties to this Contract. SECTION—8 EXTRA WORK The Contract Price as set forth in Section 11, includes compensation for all Work performed by CONTRACTOR, unless CONTRACTOR obtains a Change Order signed by a designated representative of OCSD specifying the exact nature of the Extra Work and the amount of extra compensation to be paid all as more particularly set forth in Section 9 hereof and the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)", "OWNER Initiated Changes", and "Contract Price Adjustments and Payments". In the event a Change Order is issued by OCSD pursuant to the Contract Documents, OCSD shall extend the time fixed in Section 5 for completion of the Work by the number of days, if any, reasonably required for CONTRACTOR to perform the Extra Work, as determined by the ENGINEER. The decision of the ENGINEER shall be final. C-CA-120518 CONFORMED CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 6 of 24 SECTION-9 CHANGES IN PROJECT OCSD may at any time, without notice to any Surety, by Change Order, make any changes in the Work within the general scope of the Contract Documents, including but not limited to changes: 1. In the Specifications (including Drawings and designs); 2. In the time, method or manner of performance of the Work; 3. In OCSD-furnished facilities, equipment, materials, services or site; or 4. Directing acceleration in the performance of the Work. No change of period of performance or Contract Price, or any other change in the Contract Documents, shall be binding until the Contract is modified by a fully executed Change Order. All Change Orders shall be issued in accordance with the requirements set forth in the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and "OWNER Initiated Changes". SECTION-10 LIQUIDATED DAMAGES FOR DELAY Liquidated Damages shall be payable in the amounts and upon the occurrence of such events or failure to meet such requirements or deadlines as provided in the Special Provisions, "Liquidated Damages." SECTION—11 CONTRACT PRICE AND METHOD OF PAYMENT A. OCSD agrees to pay and the CONTRACTOR agrees to accept as full consideration for the faithful performance of this Contract, subject to any additions or deductions as provided in approved Change Orders, the sum of Four Hundred Sixty-Nine Thousand Dollars ($469,000) as itemized on the Attached Exhibit"A". Upon satisfaction of the conditions precedent to payment set forth in the General CONFORMED C-CA-120518 CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 7 of 24 Requirements, Additional General Requirements and General Conditions (including but not limited to Sections entitled "Mobilization Payment Requirements" and "Payment Itemized Breakdown of Contract Lump Sum Prices'), there shall be paid to the CONTRACTOR an initial Net Progress Payment for mobilization. OCSD shall issue at the commencement of the Work a schedule which shows: 1. A minimum of one (1) payment to be made to the CONTRACTOR for each successive four-week period as the Work progresses, and 2. The due dates for the CONTRACTOR to submit requests for payment to meet the payment schedule. After the initial Net Progress Payment, and provided the CONTRACTOR submits the request for payment prior to the end of the day required to meet the payment schedule, the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly payment date set forth in the schedule. Payments shall be made on demands drawn in the manner required by law, accompanied by a certificate signed by the ENGINEER, stating that the Work for which payment is demanded has been performed in accordance with the terms of the Contract Documents, and that the amount stated in the certificate is due under the terms of the Contract. Payment applications shall also be accompanied with all documentation, records, and releases as required by the Contract, Exhibit A, Schedule of Prices, and General Conditions, "Payment for Work—General'. The Total amount of Progress Payments shall not exceed the actual value of the Work completed as certified by the ENGINEER. The processing of payments shall not be considered as an acceptance of any part of the Work. C-CA-120518 CONFORMED CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 8 of 24 B. As used in this Section, the following defined terms shall have the following meanings: 1. "Net Progress Payment' means a sum equal to the Progress Payment less the Retention Amount and other qualified deductions (Liquidated Damages, stop payment notices, etc.). 2. "Progress Payment' means a sum equal to: a. the value of the actual Work completed since the commencement of the Work as determined by OCSD; b. plus the value of material suitably stored at the worksite, treatment plant or approved storage yards subject to or under the control of OCSD since the commencement of the Work as determined by OCSD; C. less all previous Net Progress Payments; d. less all amounts of previously qualified deductions; e. less all amounts previously retained as Retention Amounts. 3. "Retention Amount'for each Progress Payment means the percentage of each Progress Payment to be retained by OCSD to assure satisfactory completion of the Contract. The amount to be retained from each Progress Payment shall be determined as provided in the General Conditions—"Retained Funds; Substitution of Securities." SECTION-12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS Pursuant to Public Contract Code Section 22300 et seq., the CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." CONFORMED C-CA-120518 CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 9 of 24 SECTION — 13 COMPLETION Final Completion and Final Acceptance shall occur at the time and in the manner specified in the General Conditions, "Final Acceptance and Final Completion", "Final Payment" and Exhibit A- Schedule of Prices. Upon receipt of all documentation, records, and releases as required by the Contract from the CONTRACTOR, OCSD shall proceed with the Final Acceptance as specified in General Conditions. SECTION-14 CONTRACTOR'S EMPLOYEES COMPENSATION A. Davis-Bacon Act: CONTRACTOR will pay and will require all Subcontractors to pay all employees on said Project a salary or wage at least equal to the prevailing rate of per diem wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Act shall apply only if the Contract is in excess of two thousand dollars ($2,000.00)and when twenty-five percent (25%) or more of the Contract is funded by federal assistance. If the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with are incorporated herein as a part of this Contract and referred to by reference. B. General Prevailing Rate: OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime Work in the locality in which the Work is to be performed for each craft or type of Work needed to execute this Contract, and copies of the same are on file in the Engineering Department. The CONTRACTOR agrees that not less than said prevailing rates shall be paid to workers employed on this public works C-CA-120518 CONFORMED CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 10 of 24 Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. C. Forfeiture for Violation: CONTRACTOR shall, as a penalty to OCSD, forfeit two thousand dollars ($200.00)for each calendar day or portion thereof for each worker paid (either by the CONTRACTOR or any Subcontractor under it) less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the Work provided for in this Contract, all in accordance with Section 1775 of the Labor Code of the State of California. D. Apprentices: Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the CONTRACTOR shall comply therewith if the prime contract involves thirty thousand dollars ($30,000.00)or more. E. Workday: In the performance of this Contract, not more than eight(8) hours shall constitute a day's work, and the CONTRACTOR shall not require more than eight (8) hours of labor in a day from any person employed by it hereunder except as provided in paragraph (B)above. CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at sec.)of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of twenty-five dollars ($25.00)for each worker employed in the execution of this Contract by CONTRACTOR or any Subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one (1)calendar day and forty (40) hours in any one (1)week in violation of said Article. CONTRACTOR shall keep CONFORMED C-CA-120518 CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 11 of 24 an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by CONTRACTOR in connection with the Project. F. Registration: Record of Wages: Inspection: CONTRACTOR shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring by the California Department of Industrial Relations. CONTRACTOR shall maintain accurate payroll records and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. CONTRACTOR shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(a). SECTION—15 SURETY BONDS CONTRACTOR shall, before entering upon the performance of this Contract, furnish Bonds approved by OCSD's General Counsel—one in the amount of one hundred percent(100%) of the Contract amount, to guarantee the faithful performance of the Work, and the other in the amount of one hundred percent (100%)of the Contract amount to guarantee payment of all claims for labor and materials furnished. As changes to the Contract occur via approved Change Orders, the CONTRACTOR shall assure that the amounts of the Bonds are adjusted to maintain one hundred percent (100%)of the Contract Price. This Contract shall not become effective until such Bonds are supplied to and approved by OCSD. Bonds must be issued by a Surety authorized by the State Insurance Commissioner to do business in California. The Performance Bond shall remain in full force and effect through the warranty period, as specified in Section 19 below. All Bonds required to be submitted relating to this Contract must comply with California Code of Civil Procedure Section 995.630. Each Bond shall be executed in the C-CA-120518 CONFORMED CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 12 of 24 name of the Surety insurer under penalty of perjury, or the fact of execution of each Bond shall be duly acknowledged before an officer authorized to take and certify acknowledgments, and either one of the following conditions shall be satisfied: A. A copy of the transcript or record of the unrevoked appointment, power of attorney, by- laws, or other instrument, duly certified by the proper authority and attested by the seal of the insurer entitling or authorizing the person who executed the Bond to do so for and on behalf of the insurer, is on file in the Office of the County Clerk of the County of Orange; or B. A copy of a valid power of attorney is attached to the Bond. SECTION— 16 INSURANCE CONTRACTOR shall purchase and maintain, for the duration of the Contract, insurance against claims for injuries to persons, or damages to property which may arise from or in connection with the performance of the Work hereunder, and the results of that Work by CONTRACTOR, its agents, representatives, employees, or Subcontractors, in amounts equal to the requirements set forth below. CONTRACTOR shall not commence Work under this Contract until all insurance required under this Section is obtained in a form acceptable to OCSD, nor shall CONTRACTOR allow any Subcontractor to commence Work on a subcontract until all insurance required of the Subcontractor has been obtained. CONTRACTOR shall maintain all of the foregoing insurance coverages in force through the point at which the Work under this Contract is fully completed and accepted by OCSD pursuant to the provisions of the General Conditions, "Final Acceptance and Final Completion'. Furthermore, CONTRACTOR shall maintain all of the foregoing insurance coverages in full force and effect throughout the warranty period, commencing on the date of Final Acceptance. The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of OCSD by CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for CONFORMED C-CA-120518 CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 13 of 24 and maintain in full force and effect during the life of this Contract, inclusive of all changes to the Contract Documents made in accordance with the provisions of the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and/or"OWNER Initiated Changes", the following insurance in amounts not less than the amounts specified. OCSD reserves the right to amend the required limits of insurance commensurate with the CONTRACTOR's risk at any time during the course of the Project. No vehicles may enter OCSD premises/worksite without possessing the reauired insurance coverage. CONTRACTOR's insurance shall also comply with all insurance requirements prescribed by agencies from whom permits shall be obtained for the Work and any other third parties from whom third party agreements are necessary to perform the Work (collectively, the "Third Parties"), The Special Provisions may list such requirements and sample forms and requirements from such Third Parties may be included in an attachment to the General Requirements. CONTRACTOR bears the responsibility to discover and comply with all requirements of Third Parties, including meeting specific insurance requirements, that are necessary for the complete performance of the Work. To the extent there is a conflict between the Third Parties' insurance requirements and those set forth by OCSD herein, the requirement(s) providing the more protective coverage for both OSCD and the Third Parties shall control and be purchased and maintained by CONTRACTOR. A. Limits of Insurance 1. General Liability: Three Million Dollars ($3,000,000) per occurrence and a general aggregate limit of Three Million Dollars ($3,000,000)for bodily injury, personal injury and property damage. Coverage shall include each of the following: a. Premises-Operations. b. Products and Completed Operations, with limits of at least Three Million Dollars ($3,000,000) per occurrence and a general aggregate limit of Three C-CA-120518 CONFORMED CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 14 of 24 Million Dollars ($3,000,000)which shall be in effect at all times during the warranty period set forth in the Warranty section herein, and as set forth in the General Conditions, "Warranty(CONTRACTOR's Guarantee)", plus any additional extension or continuation of time to said warranty period that may be required or authorized by said provisions. C. Broad Form Property Damage, expressly including damage arising out of explosion, collapse, or underground damage. d. Contractual Liability, expressly including the indemnity provisions assumed under this Contract. e. Separation of Insured Clause, providing that coverage applies separately to each insured, except with respect to the limits of liability. f. Independent CONTRACTOR's Liability. To the extent first dollar coverage, including defense of any claim, is not available to OCSD or any other additional insured because of any SIR, deductible, or any other form of self insurance, CONTRACTOR is obligated to assume responsibility of insurer until the deductible, SIR or other condition of insurer assuming its defense and/or indemnity has been satisfied. CONTRACTOR shall be responsible to pay any deductible or SIR. g. If a crane will be used, the General Liability insurance will be endorsed to add Riggers Liability coverage or its equivalent to cover the usage of the crane and exposures with regard to the crane operators, riggers and others involved in using the crane. h. If divers will be used, the General Liability insurance will be endorsed to cover marine liability or its equivalent to cover the usage of divers. CONFORMED C-CA-120518 CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 15 of 24 2. Automobile Liability: The CONTRACTOR shall maintain a policy of Automobile Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Either(1)a combined single limit of Two Million Dollars ($2,000,000) and a general aggregate limit of Two Million Dollars ($2,000,000)for bodily injury, personal injury and property damage; Or alternatively, (2) Two Million Dollars ($2,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. 3. Umbrella Excess Liability: The minimum limits of general liability and automobile liability insurance required, as set forth above, shall be provided for either in a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability. 4. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONTRACTOR in the amount of One Million Dollars ($1,000,000) in a form acceptable by OCSD. 5. Worker's Compensation/Emplover's Liability: CONTRACTOR shall provide such Worker's Compensation Insurance as required by the Labor Code of the State of California, including employer's liability with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage with regard to Jones Act claims. C-CA-120518 CONFORMED CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 16 of 24 Where permitted by law, CONTRACTOR hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OCSD, its or their officers, agents, or employees, and any other contractor or subcontractor performing Work or rendering services on behalf of OCSD in connection with the planning, development and construction of the Project. In all its insurance coverages related to the Work, CONTRACTOR shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OCSD, its or their officers, agents, or employees, or any other contractor or subcontractor performing Work or rendering services at the Project. Where permitted by law, CONTRACTOR shall require similar written express waivers and insurance clauses from each of its Subcontractors of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a)would otherwise have a duty of indemnification, contractual or otherwise, (b)did not pay the insurance premium, directly or indirectly, and (c)whether or not such individual or entity has an insurable interest in the property damaged. 6. Limits are Minimums: If CONTRACTOR maintains higher limits than the minimums shown in this Section, OCSD requires and shall be entitled to coverage for the higher limits maintained by the CONTRACTOR. B. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by OCSD. At the option of OCSD, either: the Insurer shall reduce or eliminate such deductibles or self- insured retentions as respects OCSD, its Directors, officers, agents, CONSULTANTS, and employees; or CONTRACTOR shall provide a financial guarantee satisfactory to OCSD CONFORMED C-CA-120518 CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 17 of 24 guaranteeing payment of losses and related investigations, claim administration, and defense expenses. C. Other Insurance Provisions 1. Each such policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to contain, the following provisions: a. OCSD, its Directors, officers, agents, CONSULTANTS, and employees, and all public agencies from whom permits will be obtained, and their Directors, officers, agents, and employees are hereby declared to be additional insureds under the terms of this policy, but only with respect to the operations of CONTRACTOR at or from any of the sites of OCSD in connection with this Contract, or acts and omissions of the additional insured in connection with its general supervision or inspection of said operations related to this Contract. b. Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by OCSD shall be excess only and not contributing with insurance provided under this policy. 2. Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either parry, except after thirty(30) days prior written notice by certified mail, return receipt requested, and that coverage shall not be cancelled for non-payment of premium except after ten (10)days prior written notice by certified mail, return receipt requested. Should there be changes in coverage or an increase in deductible or SIR amounts, CONTRACTOR undertakes to procure a manuscript endorsement from its insurer giving thirty(30)days prior notice of such an event to OCSD, or to have its insurance broker/agent send to OCSD a certified letter describing the changes in coverage and any increase in deductible or SIR amounts. The certified letter must be sent Attention: Risk Management and shall be C-CA-120518 CONFORMED CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 18 of 24 received not less than twenty (20) days prior to the effective date of the change(s). The letter must be signed by a Director or Officer of the broker/agent and must be on company letterhead, and may be sent via e-mail in pdf format. 3. Coverage shall not extend to any indemnity coverage for the active negligence of any additional insured in any case where an agreement to indemnify the additional insured would be invalid under California Civil Code Section 2782(b). 4. If required by a public agency from whom permit(s)will be obtained, each policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to specify by name the public agency and its legislative members, officers, agents, CONSULTANTS, and employees, to be additional insureds. D. Acceptability of Insurers Insurers must have an "A-", or better, Policyholder's Rating, and a Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best Rating Guide. OCSD recognizes that State Compensation Insurance Fund has withdrawn from participation in the A.M. Best Rating Guide process. Nevertheless, OCSD will accept State Compensation Insurance Fund for the required policy of workers compensation insurance, subject to OCSD's option, at any time during the term of this Contract, to require a change in insurer upon twenty (20)days written notice. Further, OCSD will require CONTRACTOR to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONTRACTOR by OCSD or its agent. E. Verification of Coverage CONTRACTOR shall furnish OCSD with original certificates and mandatory endorsements affecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by CONFORMED C-CA-120518 CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 19 of 24 OCSD before Work commences. OCSD reserves the right to require complete, certified copies of all required insurance policies, including endorsements, affecting the coverage required by these Specifications at any time. F. Subcontractors CONTRACTOR shall be responsible to establish insurance requirements for any Subcontractors hired by CONTRACTOR. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subcontractor's operations and work. OCSD and any public agency issuing permits for the Project must be named as "Additional Insured"on any General Liability or Automobile Liability policy obtained by a Subcontractor. The CONTRACTOR must obtain copies and maintain current versions of all Subcontractors' policies, Certificate of Liability and mandatory endorsements effecting coverage. Upon request, CONTRACTOR must furnish OCSD with the above referenced required documents. G. Required Forms and Endorsements 1. Required ACORD Form a. Certificate of Liability Form 25 2. Required Insurance Services Office, Inc. Endorsements (when alternative forms are shown, they are listed in order of preference) In the event any of the following forms are cancelled by Insurance Services Office, Inc. (ISO), or are updated, the ISO replacement form or equivalent must be supplied. a. Commercial General Liability Form CG-0001 10 01 b. Additional Insured Including Form CG-2010 10 01 and Products-Completed Operations Form CG-2037 10 01 C. Waiver of Transfer of Rights of Form CG-2404 11 85; or Recovery Against Others to Us/ Form CG-2404 10 93 Waiver of Subrogation C-CA-120518 CONFORMED CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 20 of 24 3. Required State Compensation Insurance Fund Endorsements a. Waiver of Subrogation Endorsement No. 2570 b. Cancellation Notice Endorsement No. 2065 4. Additional Required Endorsements a. Notice of Policy Termination Manuscript Endorsement SECTION—17 RISK AND INDEMNIFICATION All Work covered by this Contract done at the site of construction or in preparing or delivering materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR shall save, indemnify, defend, and keep OCSD and others harmless as more specifically set forth in General Conditions, "General Indemnification". SECTION-18 TERMINATION This Contract may be terminated in whole or in part in writing by OCSD in the event of substantial failure by the CONTRACTOR to fulfill its obligations under this Agreement, or it may be terminated by OCSD for its convenience provided that such termination is effectuated in a manner and upon such conditions set forth more particularly in General Conditions, "Termination for Default" and/or"Termination for Convenience", provided that no termination may be effected unless proper notice is provided to CONTRACTOR at the time and in the manner provided in said General Conditions. If termination for default or convenience is effected by OCSD, an equitable adjustment in the price provided for in this Contract shall be made at the time and in the manner provided in the General Conditions, "Termination for Default" and "Termination for Convenience". SECTION—19 WARRANTY The CONTRACTOR agrees to perform all Work under this Contract in accordance with the Contract Documents, including OCSD's designs, Drawings and Specifications. CONFORMED C-CA-120518 CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 21 of 24 The CONTRACTOR guarantees for a period of at least one (1) year from the date of Final Acceptance of the Work, pursuant to the General Conditions, "Final Acceptance and Final Completion' that the completed Work is free from all defects due to faulty materials, equipment or workmanship and that it shall promptly make whatever adjustments or corrections which may be necessary to cure any defects, including repairs of any damage to other parts of the system resulting from such defects. OCSD shall promptly give notice to the CONTRACTOR of observed defects. In the event that the CONTRACTOR fails to make adjustments, repairs, corrections or other work made necessary by such defects, OCSD may do so and charge the CONTRACTOR the cost incurred. The CONTRACTOR's warranty shall continue as to any corrected deficiency until the later of(1)the remainder of the original one-year warranty period; or(2)one year after acceptance by OCSD of the corrected Work. The Performance Bond and the Payment Bond shall remain in full force and effect through the guarantee period. The CONTRACTOR's obligations under this clause are in addition to the CONTRACTOR's other express or implied assurances under this Contract, including but not limited to specific manufacturer or other extended warranties specified in the Plans and Specifications, or state law and in no way diminish any other rights that OCSD may have against the CONTRACTOR for faulty materials, equipment or Work. SECTION-20 ASSIGNMENT No assignment by the CONTRACTOR of this Contract or any part hereof, or of funds to be received hereunder, will be recognized by OCSD unless such assignment has had prior written approval and consent of OCSD and the Surety. SECTION—21 RESOLUTION OF DISPUTES OCSD and the CONTRACTOR shall comply with the provisions of California Public Contract Code Section 20104 at. seq., regarding resolution of construction claims for any Claims which C-CA-120518 CONFORMED CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 22 of 24 arise between the CONTRACTOR and OCSD, as well as all applicable dispute and Claims provisions as set forth in the General Conditions and as otherwise required by law. SECTION—22 SAFETY & HEALTH CONTRACTOR shall comply with all applicable safety and health requirements mandated by Federal, State, City, and/or public agency codes, permits, ordinances, regulations, and laws, as well as these Contract Documents, including but not limited to the General Requirements, Section entitled "Safety" and Exhibit B OCSD Safety Standards. SECTION-23 NOTICES Any notice required or permitted under this Contract may be given by ordinary mail at the address set forth below. Any parry whose address changes shall notify the other party in writing. TO OCSD: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Clerk of the Board Copy to: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Construction Manager Bradley R. Hogin, Esquire Woodruff, Spradlin &Smart 555 Anton Boulevard, Suite 1200 Costa Mesa, California 92626 TO CONTRACTOR: Mehta Mechanical Company, Inc. dba MMC, Inc. 5901 Fresca Drive La Palma, CA 90623 Copy to: Jagat S. Mehta, President Mehta Mechanical Company, Inc. dba MMC, Inc. 5901 Fresca Drive La Palma, CA 90623 CONFORMED C-CA-120518 CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 23 of 24 IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the date first hereinabove written. CONTRACTOR: Mehta Mechanical Company, Inc. dba MMC, Inc. 5901 Fresca Drive La Palma, CA 90623 By Printed Name Its CONTRACTOR's State License No. 573635 (Expiration Date—7/31/2020) OCSD: Orange County Sanitation District By David John Sawyer Board Chairman By Kelly A. Lore Clerk of the Board By Marc Dubois Contracts, Purchasing and Materials Management Manager C-CA-120518 CONFORMED CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 24 of 24 EXHIBIT A SCHEDULE OF PRICES C-EXA-080414 TABLE OF CONTENTS EXHIBIT A SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION.............................................................................1 EXA-2 PROGRESS PAYMENTS ..................................................................................1 EXA-3 RETENTION AND ESCROW ACCOUNTS........................................................1 EXA-4 STOP PAYMENT NOTICE.................................................................................3 EXA-5 PAYMENT TO SUBCONTRACTORS................................................................3 EXA-6 PAYMENT OF TAXES .......................................................................................3 EXA-7 FINAL PAYMENT...............................................................................................4 EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT...5 ATTACHMENT 1 -CERTIFICATION FOR REQUEST FOR PAYMENT.........................7 ATTACHMENT 2-SCHEDULE OF PRICES...................................................................8 C-EXA-080414 EXHIBIT A SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION CONTRACTOR will be paid the Contract Price according to the Schedule of Prices, and all other applicable terms and conditions of the Contract Documents. EXA-2 PROGRESSPAYMENTS Progress payments will be made in accordance with all applicable terms and conditions of the Contract Documents, including, but not limited to: 1. Contract Agreement—Section 11 —"Contract Price and Method of Payment;" 2. General Conditions—"Payment—General"; 3. General Conditions—"Payment—Applications for Payment'; 4. General Conditions—"Payment— Mobilization Payment Requirements;' 5. General Conditions—"Payment— Itemized Breakdown of Contract Lump Sum Prices"; 6. General Conditions—"Contract Price Adjustments and Payments"; 7. General Conditions—"Suspension of Payments"; 8. General Conditions—"OCSD's Right to Withhold Certain Amounts and Make Application Thereof"; and 9. General Conditions—"Final Payment." EXA-3 RETENTION AND ESCROW ACCOUNTS A. Retention: OCSD shall retain a percentage of each progress payment to assure satisfactory completion of the Work. The amount to be retained from each progress payment shall be determined as provided in General Conditions— "Retained Funds; Substitution of Securities". In all contracts between CONTRACTOR and its Subcontractors and/or Suppliers, the retention may not exceed the percentage specified in the Contract Documents. CONFORMED C-EXA-080414 CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 1 of 8 B. Substitution of Securities: CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." Payment of Escrow Agent: In lieu of substitution of securities as provided above, the CONTRACTOR may request and OCSD shall make payment of retention earned directly to the escrow agent at the expense of the CONTRACTOR. At the expense of the CONTRACTOR, the CONTRACTOR may direct the investment of the payments into securities consistent with Government Code §16430 and the CONTRACTOR shall receive the interest earned on the investments upon the same terms provided for in this article for securities deposited by the CONTRACTOR. Upon satisfactory completion of the Contract, the CONTRACTOR shall receive from the escrow agent all securities, interest and payments received by the escrow agent from OCSD, pursuant to the terms of this article. The CONTRACTOR shall pay to each Subcontractor, not later than twenty (20) Days after receipt of the payment, the respective amount of interest earned, net of costs attributed to retention withheld from each Subcontractor, on the amount of retention withheld to ensure the performance of the Subcontractor. The escrow agreement used by the escrow agent pursuant to this article shall be substantially similar to the form set forth in §22300 of the California Public Contract Code. C. Release of Retention: Upon Final Acceptance of the Work, the CONTRACTOR shall submit an invoice for release of retention in accordance with the terms of the Contract. D. Additional Deductibles: In addition to the retentions described above, OCSD may deduct from each progress payment any or all of the following: 1. Liquidated Damages that have occurred as of the date of the application for progress payment; 2. Deductions from previous progress payments already paid, due to OCSD's discovery of deficiencies in the Work or non-compliance with the Specifications or any other requirement of the Contract; 3. Sums expended by OCSD in performing any of the CONTRACTOR's obligations under the Contract that the CONTRACTOR has failed to perform, and; 4. Other sums that OCSD is entitled to recover from the CONTRACTOR under the terms of the Contract, including without limitation insurance deductibles and assessments. C-EXA-080414 CONFORMED CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 2 of 8 The failure of OCSD to deduct any of the above-identified sums from a progress payment shall not constitute a waiver of OCSD's right to such sums or to deduct them from a later progress payment. EXA-4 STOP PAYMENT NOTICE In addition to other amounts properly withheld under this article or under other provisions of the Contract, OCSD shall retain from progress payments otherwise due the CONTRACTOR an amount equal to one hundred twenty-five percent (125%)of the amount claimed under any stop payment notice under Civil Code §9350 at. seq. or other lien filed against the CONTRACTOR for labor, materials, supplies, equipment, and any other thing of value claimed to have been furnished to and/or incorporated into the Work; or for any other alleged contribution thereto. In addition to the foregoing and in accordance with Civil Code§9358 OCSD may also satisfy its duty to withhold funds for stop payment notices by refusing to release funds held in escrow pursuant to public receipt of a release of stop payment notice executed by a stop payment notice claimant, a stop payment notice release bond, an order of a court of competent jurisdiction, or other evidence satisfactory to OCSD that the CONTRACTOR has resolved such claim by settlement. EXA-5 PAYMENT TO SUBCONTRACTORS Requirements 1. The CONTRACTOR shall pay all Subcontractors for and on account of Work performed by such Subcontractors, not later than seven (7) Days after receipt of each progress payment as required by the California Business and Professions Code §7108.5. Such payments to Subcontractors shall be based on the measurements and estimates made pursuant to article progress payments provided herein. 2. Except as specifically provided by law, the CONTRACTOR shall pay all Subcontractors any and all retention due and owing for and on account of Work performed by such Subcontractors not later than seven (7) Days after CONTRACTOR's receipt of said retention proceeds from OCSD as required by the California Public Contract Code §7107. EXA-6 PAYMENT OF TAXES Unless otherwise specifically provided in this Contract, the Contract Price includes full compensation to the CONTRACTOR for all taxes. The CONTRACTOR shall pay all Federal, State, and local taxes, and duties applicable to and assessable against any Work, including but not limited to retail sales and use, transportation, export, import, business, and special taxes. The CONTRACTOR shall ascertain and pay the taxes when due. The CONTRACTOR will maintain auditable records, subject to OCSD reviews, confirming that tax payments are current at all times. CONFORMED C-EXA-080414 CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 3 of 8 EXA-7 FINAL PAYMENT After Final Acceptance of the Work, as more particularly set forth in the General Conditions, "Final Acceptance and Final Completion", and after Resolution of the Board authorizing final payment and satisfaction of the requirements as more particularly set forth in General Conditions—"Final Payment", a final payment will be made as follows: 1. Prior to Final Acceptance, the CONTRACTOR shall prepare and submit an application for Final Payment to OCSD, including: a. The proposed total amount due the CONTRACTOR, segregated by items on the payment schedule, amendments, Change Orders, and other bases for payment; b. Deductions for prior progress payments; c. Amounts retained; d. A conditional waiver and release on final payment for each Subcontractor(per Civil Code Section 8136); e. A conditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8136); f. List of Claims the CONTRACTOR intends to file at that time or a statement that no Claims will be filed, g. List of pending unsettled Claims, stating claimed amounts, and copies of any and all complaints and/or demands for arbitration received by the CONTRACTOR; and h. For each and every Claim that resulted in litigation or arbitration which the CONTRACTOR has settled, a conformed copy of the Request for Dismissal with prejudice or other satisfactory evidence the arbitration is resolved. 2. The application for Final Payment shall include complete and legally effective releases or waivers of liens and stop payment notices satisfactory to OCSD, arising out of or filed in connection with the Work. Prior progress payments shall be subject to correction in OCSD's review of the application for Final Payment. Claims filed with the application for Final Payment must be otherwise timely under the Contract and applicable law. 3. Within a reasonable time, OCSD will review the CONTRACTOR's application for Final Payment. Any recommended changes or corrections will then be forwarded to the CONTRACTOR. Within ten (10) Days after receipt of recommended changes from OCSD, the CONTRACTOR will C-EXA-080414 CONFORMED CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 4 of 8 make the changes, or list Claims that will be filed as a result of the changes, and shall submit the revised application for Final Payment. Upon acceptance by OCSD, the revised application for Final Payment will become the approved application for Final Payment. 4. If no Claims have been filed with the initial or any revised application for Final Payment, and no Claims remain unsettled within thirty-five (35) Days after Final Acceptance of the Work by OCSD, and agreements are reached on all issues regarding the application for Final Payment, OCSD, in exchange for an executed release, satisfactory in form and substance to OCSD, will pay the entire sum found due on the approved application for Final Payment, including the amount, if any, allowed on settled Claims. 5. The release from the CONTRACTOR shall be from any and all Claims arising under the Contract, except for Claims that with the concurrence of OCSD are specifically reserved, and shall release and waive all unreserved Claims against OCSD and its officers, directors, employees and authorized representatives. The release shall be accompanied by a certification by the CONTRACTOR that: a. It has resolved all Subcontractors, Suppliers and other Claims that are related to the settled Claims included in the Final Payment; b. It has no reason to believe that any party has a valid Claim against the CONTRACTOR or OCSD which has not been communicated in writing by the CONTRACTOR to OCSD as of the date of the certificate; c. All warranties are in full force and effect, and; d. The releases and the warranties shall survive Final Payment. 6. If any Claims remain open, OCSD may make Final Payment subject to resolution of those Claims. OCSD may withhold from the Final Payment an amount not to exceed one hundred fifty percent(150%) of the sum of the amounts of the open claims, and one hundred twenty-five percent (125%) of the amounts of open stop payment notices referred to in article entitled stop payment notices herein. 7. The CONTRACTOR shall provide an unconditional waiver and release on final payment from each Subcontractor and Supplier providing Work under the Contract(per Civil Code Section 8138) and an unconditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8138)within thirty (30) Days of receipt of Final Payment. EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT Notwithstanding OCSD's acceptance of the application for Final Payment and irrespective of whether it is before or after Final Payment has been made, OCSD shall not be precluded from subsequently showing that: CONFORMED C-EXA-080414 CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 5 of 8 1. The true and correct amount payable for the Work is different from that previously accepted; 2. The previously-accepted Work did not in fact conform to the Contract requirements, or; 3. A previous payment or portion thereof for Work was improperly made. OCSD also shall not be stopped from demanding and recovering damages from the CONTRACTOR, as appropriate, under any of the foregoing circumstances as permitted under the Contract or applicable law. C-EXA-080414 CONFORMED CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 6 of 8 ATTACHMENT 1 —CERTIFICATION FOR REQUEST FOR PAYMENT I hereby certify under penalty of perjury as follows: That the claim for payment is in all respects true, correct; that the services mentioned herein were actually rendered and/or supplies delivered to OCSD in accordance with the Contract. I understand that it is a violation of both the federal and California False Claims Ads to knowingly present or cause to be presented to OCSD a false claim for payment or approval. A claim includes a demand or request for money. It is also a violation of the False Claims Acts to knowingly make use of a false record or statement to get a false claim paid. The term "knowingly" includes either actual knowledge of the information, deliberate ignorance of the truth or falsity of the information, or reckless disregard for the truth or falsity of the information. Proof of specific intent to defraud is not necessary under the False Claims Acts. I understand that the penalties under the Federal False Claims Ad and State of California False Claims Act are non-exclusive, and are in addition to any other remedies which OCSD may have either under Contract or law. I hereby further certify, to the best of my knowledge and belief, that: 1. The amounts requested are only for performance in accordance with the Specifications, terms, and conditions of the Contract; 2. Payments to Subcontractors and Suppliers have been made from previous payments received under the Contract, and timely payments will be made from the proceeds of the payment covered by this certification; 3. This request for progress payments does not include any amounts which the prime CONTRACTOR intends to withhold or retain from a Subcontractor or Supplier in accordance with the terms and conditions of the subcontract; and 4. This certification is not to be construed as Final Acceptance of a Subcontractors performance. Name Title Dale CONFORMED C-EXA-080414 CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 7 of 8 ATTACHMENT 2—SCHEDULE OF PRICES See next pages from the Bid Submittal Forms (Mehta Mechanical Company, Inc. dba MMC, Inc.) BF-14 Schedule of Prices, Pages 1-2 C-EXA-080414 CONFORMED CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 8 of 8 Bid Submitted By: M M C I rIC - (Name of Firm) BF-14 SCHEDULE OF PRICES INSTRUCTIONS A. Genera For unit prices, it is understood that the following quantities are approximate only and are solely for the purpose of estimating the comparison of Bids, and that the actual value of Work will be computed based upon the actual quantities in the completed Work,whether they be more or less than those shown. Bidders compensation for the Work under the Contract Documents will be computed based upon the lump sum amount of the Contract at time of award,plus any additional or deleted costs approved by OCSD via approved Change Orders, pursuant to the Contract Documents. Bidder shall separately price and accurately reflect costs associated with each line item, leaving no blanks. Any and all modifications to the Bid must be initialed by an authorized representative of the Bidder in accordance with the Instructions to Bidders, Preparation of Bid. Bidders are reminded of Instruction to Bidders, Discrepancy in Bid Items,which, in summary, provides that the total price for each item shall be based on the unit price listed for each Rem multiplied by the quantity;and the correct Total Price for each Rem shall be totaled to determine the Total Amount of Bid. All applicable costs including overhead and profit shall be reflected in the respective unit costs and the TOTAL AMOUNT OF BID. The Bid price shall include all costs to complete the Work, including profit,overhead, etc., unless otherwise specified In the Contract Documents. All applicable sales taxes. Federal and/or State, and any other special taxes, patent rights or royalties shall be included in the prices quoted in this Bid. B. Basis of Award AWARD OF THE CONTRACT WILL BE MADE ON THE BASIS OF THE LOWEST RESPONSIVE AND RESPONSIBLE BID. THE LOWEST BID IS DEFINED AS THE"TOTAL AMOUNT OF BID'LISTED IN THIS BID, UNLESS OTHERWISE SPECIFIED BELOW. Note 1: Base Bid. Includes all costs necessary to furnish all labor, materials, equipment and services for the construction of the Project per the Invitation for Bids. SF-14 SCHEDULE OF PRICES C-BF-021115 CONTRACT NO.J-128C SAFETY IMPROVEMENTS PROGRAM Pape 1 of 2 Bid Submitted By: (Xemeel Flmq EXHIBITA SCHEDULE OF PRICES BASE BID ITEMS(Refer to Nate 1 in the Instructions): Ha osotlptlon Nauunm.M APIX.x ft uon Fnae Edwna.d Pnc. 1. Mobilization,initial progress payment for all fees,labor.materials, and equipment required for mobiluation,staging area,and Surely Lump Sum 1 = 515,000 Bonds,and other acbsitles In conformance with the Contract Documents,for the lump sum price of: 2. Fumish all labor,materials,and equipment necessary for the completion of the Conrad Work,except for the Work specified for Lump Sum 1 Bid Item No.1,in Conformance with the Contract Documents.for 1 454t the lump sum price of: 0OO/}L{/ FC TOTAL AMOUNT OF BID (BASIS OF AWARD) 49, 000 kC BF-14 SCHEDULE OF PRICES C-BF421115 CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 2 of 2 OPERATIONS COMMITTEE Melting D310 TOBE.Or Dir. 03/06/19 03/27/19 AGENDA REPORT ItemNumber Item Number s 7 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Kathy Millea, Director of Engineering SUBJECT: HEADWORKS REHABILITATION AT PLANT NO. 1, PROJECT NO. P1-105 GENERAL MANAGER'S RECOMMENDATION A. Approve a budget increase of $36,000,000 for Headworks Rehabilitation and Expansion at Plant No.1, Project No. P1-105, for a total budget amount of $406,000,000; and B. Approve a contingency increase of $5,083,398 (29%) to the Professional Design Services Agreement with Carollo Engineers for the Headworks Rehabilitation and Expansion at Plant No. 1, Project No. P1-105, for a total contingency amount of $8,939,398 (51%). BACKGROUND The headworks of a wastewater treatment plant is where all incoming sewers converge through a series of pipes, meters, flow diversions, and gates. Just as sewers cannot be readily taken out of service, neither can a headworks. Any shutdown requires either diversion to parallel units, bypass pumping around the unit, or a total shutdown which can last no more than a few hours without creating a potential spill. The facilities are generally mechanically intensive, require frequent maintenance and servicing, and can generate substantial odors. This project will rehabilitate facilities for influent flow diversions, metering, preliminary treatment, and water-in/water-out pumping of wastewater through Plant No. 1. This is a mid-life renewal project that will extend the life of the Headworks for at least 20 years while providing reliable treatment and pumping for up to 320 million gallons per day of wastewater. In addition to age-related issues, this project will address a critical deficiency in the performance and capacity of the Main Sewage Pumps observed during a high flow event in 2017 and confirmed through computer and physical modelling. The Preliminary Design Report, completed in June 2017, included a construction cost estimate that significantly exceeds the available budget. In response, Orange County Sanitation District (Sanitation District) staff worked closely with the Consultant team to identify and implement changes to the project elements to complete critical work more efficiently, better manage construction risks, and expedite replacement of the Main Sewage Pumps which are on the critical construction path. The result of that validation was a revised project scope and schedule that was expected to align the construction cost with the budget. Page 1 of 5 RELEVANT STANDARDS • Ensure the public's money is wisely spent • 24/7/365 treatment plant reliability PROBLEM As the design progressed from the Preliminary Design Report, the complexity and risk of the project became increasingly apparent. In late 2018, a major design submittal corresponding to approximately 50% completion was submitted, including an updated construction cost estimate which exceeded the previous estimates. The multiple causes of the higher cost can be grouped into three categories: 1. Increased complexity and requirements for rehabilitation of the core Headworks Facilities. For example, the existing electrical building built above the Metering and Diversion Structure needed to be relocated to facilitate the work and to accommodate on-going maintenance needs. These changes increased the construction cost by approximately$14 million. 2. Risk Reduction Measures. These items were identified with design developments to mitigate change order construction risks, address safety hazards, and ensure operational reliability during construction. These changes increased the construction cost by approximately $10 million. 3. Expansion of Project Scope. The large size and long duration of the project makes it a cost-effective vehicle to address other needs intersecting, but not directly associated with, Headworks Rehabilitation. An example is two standby generators already included in the project are being combined with two additional standby generators that replace three aging units in other areas of the plant. These changes increased the construction cost by approximately$16 million. January 16, 2019, staff presented an information item to the Operations Committee regarding the scope, schedule, and budget. The effect of the increased risk and complexity of the core project and the new project elements was to substantially increase both the construction cost and the design level of effort. The updated construction cost increased by $40 million from the validated Preliminary Design Report to $295 million. The estimated design effort was impacted proportionally even more. PROPOSED SOLUTION With the realization of the higher construction cost and design effort, the project was put on hold to balance construction costs and design impacts while meeting the overall project goals and objectives. For an eight-week period, the Sanitation District's project Page 2 of 5 team held extensive and thorough meetings to reach detailed consensus on all of these issues with the design consultant and with Operations and Maintenance staff. The first conclusion of these meetings was a set of value engineering ideas and deferrals of work to other projects that would reduce construction costs by approximately$3 million, but also includes two additional standby generators for other areas of the plant that would located in a new centralized facility at the Headworks. Staff recommends these changes as they represent either design improvements or a better mechanism to complete work through separate projects. Beyond these changes, staff developed three alternatives which involved two significant and discretionary cost areas: grit handling improvements and odor control facilities. The grit handling improvements will reduce the amount of the abrasive material impacting downstream facilities. The odor control facilities would replace aging facilities constructed in the 1980s to reduce future odor complaints. Additional deletions of project elements were determined to be incompatible with the project requirements, the ability to maintain regulatory compliance, or not a true savings since the work would have to be done less efficiently on another project. Alternative Features Construction Cost A . Value engineering &deferrals $255 million . Two additional generators . No odor control work . No grit handling improvements B . Value engineering &deferrals $270 million . Two additional generators . Odor control replacement . No grit handling improvements C . Value engineering & deferrals $292 million . Two additional generators . Odor control replacement Grit handling improvements After consideration of both budgeting and long-term asset management, staff recommends Alternative C, which would require a $36 million project budget increase. The increased costs have been partially offset by a reduction in project contingency. Consultant design costs, which have been thoroughly reviewed and negotiated, will increase by approximately$5 million. The explanation and justification of these costs are discussed under Additional Information below. TIMING CONCERNS Without additional project and design funding, staff cannot authorize final design completion. This will cause additional design delays that will ultimately impact advertisement and construction dates. Schedule delays will also result in cost escalation as the mid-point of construction is extended. Page 3 d 5 RAMIFICATIONS OF NOT TAKING ACTION Without additional project budget, new grit handling facilities and odor control rehabilitation would need to be removed from the project. The grit handling facilities are critical to improve the existing grit basin performance. One of the key purposes of a headworks facility is to keep the grit from impacting downstream facilities. The poor condition of the existing odor control facilities would likely create more odor complaints and permit violations resulting from equipment failures. Without additional design contingency, the Sanitation District would need to further reduce design efforts by cutting more project elements, reducing design deliverables, and potentially reducing the thoroughness of design increasing change order risk in construction. PRIOR COMMITTEE/BOARD ACTIONS April 2018 - Approved a contingency increase of $2,103,104 (12%) to the Professional Design Services Agreement with Carollo Engineers for the Headworks Rehabilitation and Expansion at Plant No. 1, Project No. P1-105, for a total contingency amount of $3,856,000 (22%). May 2015 -Approved a Professional Design Services Agreement with Carollo Engineers to provide engineering design services for the Headworks Rehabilitation and Expansion at Plant 1, Project No. P1-105, for an amount not to exceed $17,528,957, and approved a contingency of$1,752,896 (10%). ADDITIONAL INFORMATION Sanitation District staff held extensive meetings with the Consultant team throughout December 2018 and January 2019 to discuss the cost savings opportunities and scope modification options tied with engineering effort. Staff conducted negotiations with Carollo to clarify the requirements to complete the revised Scope of Work, the assumptions to be used for the estimated level of effort, and the level of design detail required to meet the goals and objectives for the project. In evaluating whether the fee proposal was fair and reasonable, the following factors were considered: • The estimated level of effort to complete the project was evaluated in detail for each phase, task, and subtask, and found to be justified by the needs of the project, the agreed-upon assumptions, and the Sanitation District's expectation for the quality of services. • The total fee expressed as a percentage of construction cost is 9%, which is reasonable and appropriate due to the highly complex nature of the project, which requires a high level of design documentation and construction sequencing to minimize construction risk and change orders. Page 4 of 5 The Consultant's fringe and overhead costs, which factor into the billing rate, are consistent with other similar agreements. The contract profit is 5%, which is based on the Sanitation District's standard design agreements. Based on the above, staff determined the final cost proposal to complete the design of the project to be fair, reasonable, and appropriate. CEQA This project was originally determined to be Categorically Exempt and a Notice of Exemption was filed on April 29, 2014. Following completion of evaluation studies by the Design Consultant, changes were made to the proposed project which warranted conducting an Initial Study to verify the appropriate CEQA documentation requirement. The preliminary conclusion prior to completing the Initial Study was that an addendum to the 1999 Strategic Plan Environmental Impact Report(SCH#97101065)may be possible, but after further evaluation it was determined a Mitigation Negative Declaration would be required. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (Fiscal Years 2018-2019 and 2019-20 Budget, Section 8, Page 54), but the budget is insufficient for the recommended action. The increase will be offset by a reduction in the budget for Beach Trunk/Knott Interceptor Sewer Relief, Project No. 3-60. The required budget for that project has recently been determined to be much lower than the previous estimate of $136 million based on conclusions from the Collections Capacity Evaluation Study, Project No. PS15-06. Date of Approval Contract Amount Contingency 05/27/2015 $17,528,957 $1,752,896 (10%) 04/25/2018 $2,103,104(12%) 03/27/2019 $5,083,398 (29%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: Presentation from March 6, 2019 Operations Committee Meeting GR:dm:gc Page 5 of 5 5J 1 5 Headworks Rehabilitation at Plant No . 1 Project No . P1- 105 Operations Committee March 6, 2019 Presented by: Kathleen Millea Headworks is Single Point of Entry for Wastewater r %fit s .. r � Iri ♦ s'. Headworks is Single Point of Entry for Wastewater TI i p I f! r %fit - i Headworks — Preliminary Treatment Project Update 2019 Operations Committee roject Budget: 370 million Estimated Budget: 425 million Construction Cost: $255 million Estimated Construction: $295 million Project Definition Increases As Design Progresses Maturity of Project Definition Project Stage Start Completion Level 0% Design Scope list, Documentation 0 dwgs Fs: Project Definition Increases As Design Progresses Maturity of Project Definition Project Preliminary Stage Start Design Completion Level 0% 10-20% Design Scope list, Tech memo, Documentation 0 dwgs 197 dwgs 'HELIMINLRV OESION SVBMV P _ - � \ �q \\ p." � VOLRVMW NV Project Definition Increases As Design Progresses Maturity of Project Definition Project Preliminary Design Stage Start Design (DS2) Completion Level 0% 10-20% 50-60% Design Scope list, Tech memo, 50% specs, Documentation 0 dwgs 197 dwgs 1,698 dwgs PROJECT NO. P1.105 Nendworke Rehabilitation at Plant No.1 SPECIFICATIONS .re arse ao...e.w..w.a ra.rw r m� �.aoe.a.,aw.a =ao—.wro. Project Definition Increases As Design Progresses Maturity of Project Definition Project Preliminary Design Design Stage Start Design (DS2) (DS3) Completion Level 0% 10-20% 50-60% 90-95% � ' . Design Scope list, Tech memo, 50% specs, 90% specs, � ' . Documentation 0 dwgs 197 dwgs 1,698 dwgs 2,200 dwgs � . PROJECT NO. PI.105 - - H..d.*s Rehabilitation M Plant No.1 •-'-"' SPECIFICATIONS awmw _._-- aim+..•...nvmm.�u.. w.Y....ol— .. ,. ol— u.ems.—.< w.mrww.. �..�„•.o... m.�.9 Project Definition Increases As Design Progresses Maturity of Project Definition Preliminary Design Design Design (DS2) (DS3) 10-20% 50-60% 90-95% 11 ' , +30% +15% 0% -15% -30% Estimated Budget at 50% Design Maturity of Project Definition Preliminary Design Design Design (DS2) (DS3) 10-20% 50-60% 90-95% oil . +30%/0 $328M +15% $295 0% $255M -15%% -30°/% $166M Why Has the Project Cost Increased ? I I Further design development identified additional elements, cost, and complexity • Constructability challenges • Site space constraints • Construction sequencing for operating facility • Risk reduction measures • Opportunity to include future/other projects more cost- efficiently Construction Increases Previous Estimate $255M Increased Rehab Requirements $14M Risk reduction measures $10M Future/other projects $16M Total $295M Increased Rehab Requirements ($ 14 million ) • New below-grade entrance into M&D structure • Motor actuators for 101 gates • Grit head box structure • Demolition of hydrogen peroxide facility • Demolition of Power Building 1 • Demolition of PCI and EIM trailers • Demolition of buried original headworks structure • Replacement of Metering and Diversion (M&D) building • 12 kV power feed to SALS • New 4160V electrical system for MSPs • Rehabilitation/repairs for MSP flap gates • Relocation of grit basin foul air ducting • Primary influent splitter box modifications • Temporary grit low pressure air piping • Temporary odor scrubber chemical facilities • Temporary influent sampling system • Tunnel 5 extension and new Tunnel 7A • Stainless steel piping in M&D structure M & D Building Replacement • M&D Building is above _ meter structure that requires meter and piping replacement • To improve both constructability and —• future meter maintenance, deck openings are required • M&D Building must be demolished and replaced elsewhere r;Pfi � • — Risk Reduction Measures ($ 10 million ) • Dual diesel tanks for standby generators • Influent pump station concrete coring • Early MSP intake replacement • Arc resistant electrical facilities • Replacement of stop plates • Temporary trunk line odor control chemical facilities • Permanent load bank for standby generators • Gate assessment Arc Resistant Electrical Facilities • Arc flash presents a life safety hazard at our electrical facilities ti • Recent advancements in electrical equipment and facility design can greatly reduce risk • OCSD has adopted arc resistant design requirements to be i implemented on P1-105 = �! II - � Expanded Project Scope ($ 16 million ) • Additional standby power capacity • Server room in new power building • 12 kV power feed to future Headquarters Complex • Expanded air compressor facility with instrument-quality air • Expanded pavement replacement • Instrument air pipeline replacement • Potable water piping replacement in yard • Ferric chloride facility for CEPT and digesters • Replacement of trunk line odor control chemical facility • Blower Building 1 demolition modifications • Power Building 2 demolition modifications • Power Building 3A demolition • Rehabilitation of Talbert Trunk sewer • Temporary digester ferric chloride pumping • Collection system diversions for M&D Box repair Additional Standby Power Capacity • Two additional generators in P1-105 C=- building replace three �YNk end-of-life generators -for other processes ''I • Provides centralizationi � of generators, commonality of equipment • Recommend proceeding 7 with additional -- generators for best cost-efficiency � ' F Alternatives Maturity of Project Definition Preliminary Design Design Design (DS2) (DS3) 10-20% 50-60% 90-95% oil +30% $328M +15% $295M �►♦$292M C 0% l$270M B $255M +$255M A -15% -30% $166M Changes Common to All Alternatives • Value engineering ideas • Appropriate deferrals to other projects • Two additional standby generators for other areas Net Impact : 3 million construction cost savings Defer Odor Control • Existing facilities at end . < , of life01 • Project was to replace existing facilities ' , o • Savings does not include rehabilitation cost • $23M construction cost savings Defer New Grit Handling in • Grit removal/handling is one of the core functions of headworks • P1-105 would : • Replace old technology to improve grit capture • Improve grit washing, reducing odors • Provide drier grit that reduces hauling costs r . • $ 14 million T construction cost savings " Alternative A —$255M Construction Cost Maturity of Project Definition Preliminary Design Design Design (DS2) (DS3) 10-20% 50-60% 90-95% Include value engineering ideas +30% No new grit handling No odor control work $328M +15% $295 0% X$255M \*$255m A -15% Avoids budget increase More grit into plant Potential odor complaints and permit violations -30% ♦ $166M due to aging equipment Odor control and grit handling deferred to future Alternative B - $270M Construction Cost Maturity of Project Definition Preliminary Design Design Design (DS2) (DS3) 10-20% 50-60% - ° Include value engineering ideas +30% Include odor control improvements No new grit handling $328M +15% $295M 0% �$270M B $255M -15% Requires $15M more project budget More grit into plant $166M Reliable odor control facilities -30% Grit handling deferred to future Alternative C —$292 M Construction Cost s � Maturity of Project Definition Preliminary Design Design Design (DS2) (DS3) 10-20% 50-60% - iil Include value engineering ideas +30% Include odor control improvements Include new grit handling $328M +15% $295M " $292M C 0% $255M -15% Requires $36M more project budget Less grit into plant -30% $166M Full odor control improvements Summary of Alternatives Alternative Project A — No odor control, no $255 million $370 million new grit handling B — Odor control without $270 million $385 million new grit handling C — Odor control and new $292 million $406 million grit handling Staff recommends Alternative C: • Odor control facilities are at their end of life • Odor control represents permit compliance and a commitment to a level of service • Grit removal is a core function of a headworks, and improved grit removal prevents damage to downstream processes Increased Design Costs • Design costs increase along with construction costs • Detailed "bottoms-up" review of costs to complete • Extensive negotiations with Carollo to reach agreement • Staff believes negotiated upper limit represents fair and reasonable budget to complete the design . • Design costs low compared to other large rehabilitation projects • Rehab typically 11 to 25% of construction costs • 9% with proposed increase Recommended Actions • Approve a budget increase of $36,000,000 for Headworks Rehabilitation and Expansion at Plant No. 1, Project No. P1- 105, for a total budget amount of $406,000,000 • Approve a contingency increase of $5,083, 398 ( 29%) to the Professional Design Services Agreement with Carollo Engineers for the Headworks Rehabilitation and Expansion at Plant No . 1, Project No. P1-105, for a total contingency amount of $8,939,398 (51%) . ADMINISTRATION COMMITTEE Meeting Dare TOBd.of Dir. 03/13/19 03/27/19 AGENDA REPORT ItemNumber Item Number z s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Celia Chandler, Director of Human Resources SUBJECT: INDUSTRIAL HYGIENE SERVICES GENERAL MANAGER'S RECOMMENDATION Approve a Professional Services Agreement for Arcadis U.S., Inc. to provide Industrial Hygiene Services, Specification No. S-2018-1008, for a total amount not to exceed $500,000 for a one-year period beginning May 1, 2019 through April 30, 2020, with four (4) one-year renewal options. BACKGROUND The Orange County Sanitation District (Sanitation District) utilizes a third-party industrial hygiene services vendor to conduct chemical exposure monitoring and lead and asbestos surveys. Under the Occupational Safety& Health Administration (OSHA) law, employers are required to provide a safe workplace for employees and to regularly monitor the workplace for recognized hazards. The required monitoring and assessments are ordinarily achieved through this service contract and are used for Capital Improvement Projects (CIP) and organization-wide, as needed. In March 2014, the Sanitation District's Board of Directors approved entering into a contract with ARCADIS U.S. for Industrial Hygiene Services for a one-year period, with four one-year renewal options. The final renewal option will expire April 13, 2019. The Risk Management Division solicited bids to evaluate the list of vendors available to provide industrial hygiene services and the bids were evaluated by a selection committee through the request for proposal (RFP) process and in accordance with the Sanitation District's procurement process. RELEVANT STANDARDS • Commitment to safety& reducing risk in all operations • Meet OSHA training requirements PROBLEM OSHA requires that employers assess the workplace for hazards periodically. The hazards include, but are not limited to, asbestos, lead, mold, and airborne chemicals. In addition, OSHA requires surveys of structures prior to rehabilitation or demolition. The surveys may indicate the need for hazardous materials abatement and waste Page 1 d 4 characterization. OSHA also requires environmental assessments on property that is purchased to identify any environmental liabilities associated with the purchase. PROPOSED SOLUTION Contracting with an industrial hygiene services vendor will provide the expertise needed to ensure that required assessment and related permitting and reporting is conducted periodically and during CIP projects. These firms provide expertise in industrial hygiene monitoring, asbestos and mold inspection, and environmental geology. TIMING CONCERNS The existing industrial hygiene services contract will lapse on April 13, 2019. Board approval is needed to ensure these services continue to ensure compliance with OSHA. RAMIFICATIONS OF NOT TAKING ACTION If action is not taken as proposed, the ability to conduct industrial hygiene surveys for rehabilitation or demolition projects containing hazardous materials will be delayed since the assessment must be conducted prior to beginning work. The Sanitation District relies on the expertise of the industrial hygiene services vendor to conduct the assessments and ensure compliance with OSHA. PRIOR COMMITTEE/BOARD ACTIONS March 2014 -Approved Industrial Hygiene Services Specification No. S-2013-59013D. ADDITIONAL INFORMATION The evaluation and selection process of the recommended firm is based on procedures pursuant to California Government Code requiring the Sanitation District to select "the best qualified firm" for services and to negotiate a 'lair and reasonable" fee with that firm for those services. A Request for Proposal (RFP) was issued on November 29, 2018 via PlanetBids and closed on January 3, 2019. The Sanitation District received eight (8) responsive proposals. The estimate for this procurement was $500,000. The following is a list of the firms that submitted a responsive proposal: Company Name A-Tech Consulting, Inc. Aurora Industrial Hygiene Bureau Veritas North America, Inc. Global Environmental Network, Inc. Health Science Associates Arcadis U.S., Inc. Page 2 of 4 Nino & Moore Terraoon Consultants, Inc. EVALUATION: On February 6, 2019, the buyer met with pre-selected members of the evaluation committee to discuss the policies and procedures for the evaluation process. The members of the evaluation committee consisted of the following staff: NAME TITLE Lucien Mau a Safety & Health Specialist Jeremy Stone Sr. Safety & Health Representative Rodney Collins Safety & Health Supervisor John Frattali Advisor/ Non-scoring) Sr. Safety & Health Representative Individual scoring was the chosen method of evaluation for this procurement. Members of the committee performed an independent review of the proposals and later met as a group with the buyer to discuss their preliminary scores and discuss any questions/concerns they had. Proposals were evaluated based on the following criteria: CRITERION WEIGHT Qualifications & Experience of Firm 30 Proposed Staffing & Pro'ect Organization 20 Work Plan 20 Oral Interviews (Optional-Forgone) 10 Cost and Price 20 All proposals were accompanied by a sealed cost proposal, none of which were opened until all proposals were evaluated. Below are the proposal evaluation results: Evaluator Arcadis U.S., Bureau Veritas Health Aurora Inc. North America, Science Industrial Inc. Associates Hygiene 1 770 626.66 645.32 578.48 2 760 631.66 630.32 593.48 3 725 601.66 530.32 543.48 TOTAL 751.67/1 619.99/2 601.99/3 571.81/4 WEIGHTED SCORE (Points)/ RANKING Evaluator Ninyo & Terracon Global A-Tech Moore Consultants, Inc. Environmental Consulting, Network, Inc. Inc. 1 612.50 544.78 513.36 503.06 2 597.50 604.78 603.36 523.06 Page 3 of 4 3 492.50 504.78 453.36 473.06 TOTAL 567.50/5 551.44/6 523.36/7 499.73/8 WEIGHTED SCORE (Points)/ RANKING Based on these results, staff recommends awarding the Contract to Arcadis U.S., Inc. The term of this Contract will begin May 1, 2019 through April 30, 2020 with four (4) optional one-year renewals. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation Districts Purchasing Ordinance. This item has been budgeted. (Line item: Section 5, Page 7). Project contingency funds will not be used for this agreement. Date of Approval Contract Amount Contingency 03/27/2019 $500,000 N/A ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.corn with the complete agenda package: • Professional Services Agreement Page 4 of 4 SERVICE CONTRACT Industrial Hygiene Services Specification No. S-2018-1008 THIS CONTRACT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and ARCADIS U.S., Inc. with a principal place of business at 320 Commerce, Suite 200, Irvine, CA92602 (hereinafter referred to as "Contractor")collectively referred to as the"Parties". WITNESSETH WHEREAS, OCSD desires to temporarily retain the services of Contractor for various industrial hygiene studies "Services" as described in Exhibit"A"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-52; and WHEREAS, on March 27, 2019, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish such Services, NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 1. Introduction 1.1 This Contract and all exhibits hereto(called the "Contract") is made by OCSD and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in Exhibit"A". 1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Exhibit"A" Scope of Work Exhibit"B" Proposal consists of: B1 Consultant's Proposal dated January 3, 2019 B2 Consultant's Cost Proposal dated January 3, 2019 Exhibit"C" Acknowledgement of Insurance Requirements Exhibit"D" OCSD Safety Standards Exhibit"E" Not Used Exhibit"F" Human Resources Policies 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects govern and control. 1.4 The provisions of this Contract may be amended or waived only by a writing executed Orange County Sanitation District 1 of 11 Specification No. S-2018-1008 Version 032018 by authorized representatives of both Parties hereto. 1.5 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any paragraph or provision hereof. 1.6 The term "days', when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Years Day, Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 Work Hours: The work required under this Contract may include normal business hours, evenings, and weekends. OCSD will not pay for travel time. 1.9 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.10 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Contractor as a result of work performed in anticipation of purchases of said services by OCSD. 2. Compensation Compensation to be paid by OCSD to Contractor for the Services provided under this Contract shall be a total amount not exceed Five Hundred Thousand Dollars ($500,000). 3. California Department of Industrial Relations(DIR)Registration and Record of Wages 3.1 To the extent Contractors employees and/or its subcontractors who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, Contractor and its subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. 3.2 The Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. 3.3 Pursuant to Labor Code Section 1776, the Contractor and its subcontractors shall furnish a copy of all certified payroll records to OCSD and/or general public upon request, provided the public request is made through OCSD, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the Department of Industrial Relations. 3.4 The Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Orange County Sanitation District 2 of 11 Specification No. 5-2018-1008 Version 032018 Regulation Section 16461(e). 4. Payments and Invoicing 4.1 Contractor shall be paid monthly by OCSD upon approval of invoices by OCSD's Project Manager or designee, for Services rendered as required in Exhibit"A". OCSD, at its sole discretion, shall be the determining party as to whether the Services have been satisfactorily completed. 4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaff(a)OCSD.com and "INVOICE" with the Purchase Order Number and Specification No. S-2018-1008 shall be referenced in the subject line. 5. Audit Rights Contractor agrees that, during the term of this Contract and for a period of Three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services identified in Exhibit"A". Contractor shall perform said Services in accordance with generally accepted industry and professional standards. 7. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. 6. Contract Term The Services provided under this Agreement shall be for the period of one (1) year commencing on May 1, 2019 and continuing through April 30, 2020. 9. Renewals 9.1 OCSD may exercise the option to renew this Contract for up to four (4) one-year periods based upon the criteria set forth in Exhibit"A", under the terms and conditions contained herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 9.2 This Contract may be renewed by OCSD Purchase Order. 10. Extensions The term of this Contract may be extended only by written instrument signed by both Parties. 11. Performance Time is of the essence in the performance of the provisions hereof. 12. Termination 12.1 OCSD reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon receipt of a termination notice, Contractor shall immediately discontinue all work under this Contract (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Contractor for work performed (cost and Orange County Sanitation District 3 of 11 Specification No. 5-2018-1008 Version 032018 fee) to the date of termination. Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Contractor other than for work performed to the date of termination. 12.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Contractor is not complying with the Scope of Work requirements, if the level of service is inadequate, or any other default of this Contract. 12.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written notice to Contractor: • if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or • if Contractor sells its business; or • if Contractor breaches any of the terms of this Contract; or • if total amount of compensation exceeds the amount authorized under this Contract. 12.4 All OCSD property in the possession or control of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. 14. Bonds Not Used. 15. Indemnification and Hold Harmless Provision Contractor shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or be caused by Contractor's services under this Contract, or by its subcontractor(s) or by anyone directly or indirectly employed by Contractor, and whether such damage or injury shall accrue or be discovered before or after the termination of the Contract. Except as to the sole active negligence of or willful misconduct of OCSD, Contractor shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys'fees: (a)for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with Contractor's performance under the Contract, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process, or any patented or unpatented invention, article or appliance, furnished or used under the Contract, and/or (c) on account of any goods and services provided under this Contract. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Contractor of or anyone employed by or working under Contractor. To the maximum extent permitted by law, Orange County Sanitation District 4 of 11 Specification No. S-2018-1008 Version 032018 Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Contractor agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. 16. OCSD Safety Standards OCSD requires Contractor and its subcontractor(s)to follow and ensure their employees follow all Federal, State, and local regulations as well as OCSD Safety Standards while working at OCSD locations. If during the course of the Contract it is discovered that OCSD Safety Standards do not comply with Federal, State, or local regulations, then the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Contractor and all of its employees and subcontractors, shall adhere to all applicable OCSD Safety Standards attached hereto in Exhibit "D" and the Human Resources Policies (Exhibit"F"). In addition to the requirements stated above, Contractor shall adhere to the following OCSD Safety requirements: SOP-106 Hearing Conservation Program, SOP-121 Lead, Asbestos and Mold, and SOP-207 Hexavalent Chromium. These OCSD Safety requirements are available at: OCSD.com, click open "ABOUT US" (lop of page), under"Transparency" click open "Safety and Human Resources Policy", click open "Safety Policies". 17. Warranties In addition to any warranties stated in Exhibit"A", the following shall apply: 17.1 Not Used. 17.2 Contractor's Warranty(Guarantee): If within a one (1) year period of completion of all work as specified in Exhibit "A", OCSD informs Contractor that any portion of the Services provided fails to meet the standards required under this Contract, Contractor shall, within the time agreed to by OCSD and Contractor, take all such actions as are necessary to correct or complete the noted deficiency(ies) at Contractor's sole expense. 16. Liquidated Damages Not Used. 19. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 20. Freight (F.O.B. Destination) Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 21. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed; 2)it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall Orange County Sanitation District 5 of 11 Specification No. 5-2018-1008 Version 032018 immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 22. Regulatory Reauirements Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. 23. Licenses, Permits. Ordinances and Reaulations Contractor represents and warrants to OCSD that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that pertain to the work performed under the terms of this Contract will be paid by Contractor. 24. Applicable Laws and Reaulations Contractor shall comply with all applicable Federal, State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of Contractor's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. 25. Contractor's Employees Compensation 25.1 Davis-Bacon Act — Contractor will pay and will require all subcontractors to pay all employees on said project a salary or wage at least equal to the prevailing rate of per diem wages as determined by the Secretary of Labor in accordance with the Davis- Bacon Act for each craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Act shall apply only if the Contract is in excess of two thousand dollars ($2,000.00) and when twenty-five percent (25%) or more of the Contract is funded by Federal assistance. If the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with are incorporated herein as a part of this Contract and referred to by reference. 25.2 General Prevailing Rate—OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which the work is to be performed for each craft or type of work needed to execute this Contract, and copies of same are on file in the Engineering Department. The Contractor agrees that not less than said prevailing rates shall be paid to workers employed on this Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each project site, which shall be made available to any interested party upon request. 25.3 Forfeiture For Violation — Contractor shall, as a penalty to OCSD, forfeit fifty dollars ($50.00) for each calendar day or portion thereof for each worker paid (either by the Contractor or any subcontractor under it) less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770- 1780 of the California Labor Code for the work provided for in this Contract, all in accordance with Section 1775 of the Labor Code of the State of California. Orange County Sanitation District 6 of 11 Specification No. 5-2018-1008 Version 032018 25.4 Apprentices — Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the Contractor shall comply therewith if the prime contract involves thirty thousand dollars ($30,000.00) or more or twenty (20) working days or more; or if contracts of specially contractors not bidding for work through the general or prime Contractor are two thousand dollars ($2,000.00) or more or five (5)working days or more. 25.5 Workday — In the performance of this Contract, not more than eight (8) hours shall constitute a day's work, and the Contractor shall not require more than eight(8) hours of labor in a day from any person employed by it hereunder. Contractor shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at seq.) of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of twenty-five dollars ($25.00)for each worker employed in the execution of this Contract by Contractor or any subcontractor for each calendar day during which any worker is required or permitted to labor more than eight(8)hours in any one (1)calendar day and forty(40) hours in any one(1)week in violation of said Article. Contractor shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by Contractor in connection with the project. 25.6 Record of Wages: Inspection—Contractor agrees to maintain accurate payroll records showing the name, address, social security number, work classification, straight-time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed by it in connection with the project and agrees to require that each of its subcontractors do the same. All payroll records shall be certified as accurate by the applicable Contractor or subcontractor or its agent having authority over such matters. Contractor further agrees that its payroll records and those of its subcontractors shall be available to the employee or employee's representative,the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards and shall comply with all of the provisions of Labor Code Section 1776, in general. Penalties for non-compliance with the requirements of Section 1776 may be deducted from project payments per the requirements of Section 1776. 26. South Coast Air Quality Management District's (SCAQMD) Reouirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 27. Governing Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in the County of Orange, in the event any action is brought in connection with this Contract or the performance thereof. 28. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. Orange County Sanitation District 7 of 11 Specification No. 5-2018-1008 Version 032018 29. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute goods or Services for those due from Contractor. In the event OCSD elects to "cover" as described in (3), OCSD shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods or Services and the Contract price, together with any incidental or consequential damages. 30. Dispute Resolution 30.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 30.2 In the event the Parties are unable to timely resolve the dispute through mediation,the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two (2) arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrators decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 31. Attorney's Fees If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 32. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 33. Severability If any section, subsection, or provision of this Contract, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid,the remainder of this Contract or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. Orange County Sanitation District 8 of 11 Specification No. S-2018-1008 Version 032018 34. Damage to OCSD's Property Any of OCSD's property damaged by Contractor, any subcontractors or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OCSD. 35. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. 36. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Contractor an OCSD employee. During the performance of this Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 37. Limitations upon Subcontracting and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 86. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 39. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Contractor or to its successor, or for breach of any obligation for the terms of this Contract. 40. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 41. Authority to Execute The persons executing this Contract on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. 42. Entire Contract This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. 43. Notices All notices under this Contract must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: Orange County Sanitation District 9 of 11 Specification No. S-2018-1008 Version 032018 OCSD: Darius Ghazi Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708 Contractor: David Kudlinski Program Manager ARCADIS U.S., Inc. 320 Commerce, Suite 200 Irvine, CA 92602 Each party shall provide the other party written notice of any change in address as soon as practicable. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Chad Wanks Chair, Administration Committee Dated: By: Kelly A. Lore Clerk of the Board Dated: By: Marc Dubois Contracts, Purchasing and Materials Management Manager Orange County Sanitation District f0 of 11 Specification No. S-2018-1008 Version 032018 ARCADIS U.S., Inc. Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 11 of 11 Specification No. 5-2018-1008 Version 032018 STEERING COMMITTEE Meeting Date TOBE.Or Dir. 03/27/19 03/27/19 AGENDA REPORT Item Item Number 2 9 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Kathy Millea, Director of Engineering SUBJECT: ORANGE COUNTY SANITATION DISTRICT/ORANGE COUNTY WATER DISTRICT JOINT AGREEMENT FOR GWRS FINAL EXPANSION GENERAL MANAGER'S RECOMMENDATION Approve the Second Amendment to the Second Amended and Restated Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the Groundwater Replenishment System and Green Acres Project between Orange County Sanitation District and Orange County Water District, in a form approved by General Counsel. BACKGROUND The Orange County Sanitation District (Sanitation District)and the Orange County Water District (OCWD) have a Joint Exercise of Powers Agreement for the Final Expansion of the Groundwater Replenishment System (GWRS). The GWRS Final Expansion will increase the production capacity from 100 million gallons per day (mgd)to 130 mgd. To support the Final Expansion of the GWRS, all reclaimable flow from Plant No. 2 in Huntington Beach will need to be pumped to the GWRS. Five major construction projects on the Sanitation District property will be necessary to make this possible. The Sanitation District has agreed to design and construct two of the five projects, the Headworks Modifications at Plant No. 2 for GWRS Final Expansion and the Plant Water Pump Station Relocation at Plant No. 2. OCWD shall reimburse the Sanitation District for the costs of the design and construction of these two projects. The Sanitation District has applied for grant funding for Headworks Modifications at Plant No. 2 for GWRS Final Expansion. The First Amendment provides authorization to the existing Joint Powers Agreement that the Sanitation District intends to reduce OCWD's required reimbursement by the amount of any grant funding obtained by the Sanitation District applicable to Headworks Modifications at Plant No. 2 for GWRS Final Expansion. This second Amendment provides for clarification on grant funding disbursements, establishes a not-to-exceed amount for reimbursement of Sanitation District managed projects, and addresses emergency operational issues. RELEVANT STANDARDS Meet volume and water quality needs for the GWRS Page 1 d 4 PROBLEM The existing Second Amended Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the GWRS and Green Acres Project and its First Amendment do not limit an amount OCWD will reimburse the Sanitation District for its two managed projects. The Sanitation District would like to maintain the use of the 66" Interplant line in the event of an emergency. The 66" interplant line is being leased to OCWD to convey secondary effluent from Sanitation District Plant No. 2 to the GWRS. PROPOSED SOLUTION Adopt the Second Amendment to the Second Amended Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the GWRS and Green Acres Project to cover new terms needed. The terms include limiting the reimbursement by OCWD to the Sanitation District to an amount not to exceed fifty million dollars ($50,000,000); redefining application of grant funding received such that it will first be applied to the cost of the Sanitation District managed projects if the costs of these projects exceed fifty million dollars; and, allowing emergency use of the 66" interplant line by the Sanitation District. TIMING CONCERNS The Sanitation District applied for grant funding from the Federal Bureau of Reclamation in August 2017. The first grant payment is anticipated to be in April 2019. RAMIFICATIONS OF NOT TAKING ACTION There would be outdated agreement regarding grant funding between the two agencies. PRIOR COMMITTEE/BOARD ACTIONS October 2017 - Approved the First Amendment to the Second Amended and Restated Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the Groundwater Replenishment System and Green Acres Project between Orange County Sanitation District and Orange County Water District. November 2016 - Adopted Resolution No. OCSD 16-30 entitled: "A Resolution of the Orange County Board of Directors adopting findings with respect to the California Environmental Quality Act in consideration of the Groundwater Replenishment System Final Program EIR/EIS (FEIR)as augmented by Addendum No. 6 to the FEIR and related actions"; Adopted Resolution No. OCSD 16-31 entitled: "A Resolution of the Orange County Board of Directors adopting findings with respect to the California Environmental Quality Act in Page 2 d 4 consideration of the Orange County Water District Water Production Enhancement Project Initial Study/Mitigated Negative Declaration and related actions"; and Approved the Second Amended Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the Groundwater Replenishment System and Green Acres Project. September 2016 - Established a project for Headworks Modifications at Plant No. 2 for GWRS Final Expansion, Project No. P2-122, with a budget of$50,000,000. May 2011 -Considered, received, and filed Addendum No. 5 to the Orange County Water District (OCWD) Final Program EIR/EIS Groundwater Replenishment System (GWRS), Modified Phase II Expansion Project, also known and herein referenced as the GWRS Initial Expansion Project; Adopted Resolution No. OCSD 11-06, Adopting Findings with Respect to the California Environmental Quality Act in Consideration of the GWRS Final Program EIR/EIS (FEIR) as Augmented by Addendum No. 5 to the FEIR and Related Actions; Approved Reimbursement Agreement with OCWD entitled "Reimbursement Agreement between the Orange County Water District and the Orange County Sanitation District for Construction of Portions of GWRS Initial Expansion Under the Secondary Activated Sludge Facility 2 at Plant No. 1, Job No. P1-102," in a form approved by General Counsel, for an estimated amount not to exceed $100,000, to be reimbursed to the Sanitation District; Authorized the General Manager to ratify a change order to the Secondary Activated Sludge Facility 2 at Plant No. 1, Job No. P1-102, to construct portions of the GWRS Initial Expansion Project for an amount not to exceed $100,000; and Approved a Storage Tanks Lease and License Agreement by and between the Sanitation District and OCWD, for installation of two 7.5-million-gallon storage tanks on the Sanitation District's Plant No. 1 site for$1 per year. April 2010 - Approved Amended Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the Groundwater Replenishment System and Green Acres Project. January 2009 - Adopted Resolution No. 09-01, Supporting the Water District Development of the Initial Expansion of the GWR System. ADDITIONAL INFORMATION N/A CEQA N/A Page 3 d4 FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: • Second Amendment to Second Amended and Restated Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the Groundwater Replenishment System and the Green Acres Project • First Amendment to Second Amended and Restated Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the Groundwater Replenishment System and the Green Acres Project, dated October 2017 • Second Amended Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the Groundwater Replenishment System and Green Acres Project, dated November 2016 EY:sa Page 4 of 4 SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT FOR THE DEVELOPMENT,OPERATION AND MAINTENANCE OF THE GROUNDWATER REPLENISHMENT SYSTEM AND THE GREEN ACRES PROJECT This Second Amendment to the Second Amended and Restated Joint Exercise of Powers Agreement for the Development, Operation and Maintenance of the Groundwater Replenishment System and the Green Acres Project("Second Amendment") is entered into by and between the Orange County Water District (the"Water District")and the Orange County Sanitation District (the"Sanitation District"). The Water District and the Sanitation District are sometimes collectively referred to herein as the "Parties,"and individually referred to as each "Party." This Second Amendment shall be effective as of the day of , 2019. RECITALS WHEREAS, on November 16, 2016,the Water District and the Sanitation District entered into the Second Amended and Restated Joint Exercise of Powers Agreement for the Development, Operation and Maintenance of the Groundwater Replenishment System and the Green Acres Project("Agreement")to provide a complete expression of the Parties' respective rights and responsibilities related to the Groundwater Replenishment System("System")and the operation of the Green Acres Project ("Project"); and WHEREAS,the Water District is planning to further expand the System, at its own expense, by expanding the production capacity of the Advanced Water Treatment Facilities ("AWTF") and related post-treatment facilities (the"AWTF Final Expansion"). As currently planned,the AWTF Final Expansion will increase the System's production capacity from 100 mgd to 130 mgd. The AWTF Final Expansion was originally estimated to cost approximately one hundred and thirty million dollars ($130,000,000). WHEREAS, in order to increase the production capacity of the System to produce 130 mgd after the AWTF Final Expansion is complete,the Water District will require up to 175 mgd of Specification Influent from the Sanitation District. Currently,the Sanitation District provides up to 135 mgd of Specification Influent to the Water District,all of it from the Sanitation District's wastewater treatment facility designated as "Plant L" Based on current flows and flow projections, specification water from the Sanitation District's wastewater treatment facility designated as "Plant 2"will need to be made available to the AWTF. Five major construction projects on Sanitation District property will be necessary to make this possible: (i)the Plant 2 Headworks Modifications project, at an estimated cost of thirty-eight million dollars ($38,000,000); (ii)the Plant Water Pump Station Replacement,which is part of the Ocean Outfall System Rehabilitation Project J-117, at an estimated cost of twelve million dollars ($12,000,000); (in)the Plant 2 Effluent Pump Station project, at an estimated cost of eighteen million dollars($18,000,000); (iv) the Plant 2 Flow Equalization Tank project, at an estimated cost of twenty-three million dollars($23,000,000); and(v)the 66" Interplant Pipe Rehabilitation project, at an estimated cost of thirty-seven million dollars ($37,000,000). 1383066.2 The estimated project costs included in this paragraph are based on SP-173 Effluent Reuse Study and are expected to change during the project design process. These projects are described in more detail in Exhibit"B" of the Agreement. WHEREAS,the Sanitation District agreed at its own expense,to(i) construct those portions of the Ocean Outfall System Rehabilitation Project J-117 that will replace portions of the Ocean Outfall Booster Station pumping system with a low flow pump station,and(ii) reconfigure the piping at the Plant 2 primary and secondary facilities to allow segregation of non-reclaimable and less desirable wastewater streams from those streams that will ultimately be treated by the System. These projects are currently in the Sanitation District's Capital Improvement Program and will continue to be funded from that source. WHEREAS,the Parties now wish to further clarify the terms and conditions governing the planning, design, construction, and operation of the System and the Project by the joint venture of the Parties. AGREEMENT NOW,THEREFORE,the Parties agree to amend the Second Amended and Restated Joint Exercise of Powers Agreement for the Development, Operation and Maintenance of the Groundwater Replenishment System and the Green Acres Project as follows: 1. The Recitals above are deemed true and correct, are hereby incorporated in this Second Amendment as though fully set forth herein, and the Parties acknowledge and agree that they are bound by the same. 2. Section II of the Agreement is hereby amended to read as follows to reflect additional financial contributions by the Sanitation District and clarify the application of any grant funds received by the Parties and relating to Sanitation District Managed Projects: "YI. Planning,Design, and Construction. 2. AWTF Final Expansion. The Water District shall, at its own expense,plan, design, and construct the AWTF Final Expansion as described in Exhibit B. 3. Sanitation District Managed Proiects.The"Sanitation District Managed Projects" shall comprise the Plant 2 Headworks Modification Project and the Plant 2 Water Pump Station Relocation Project as described in subsections 3(a) and 3(b) below. (a) Plant 2 Headworks Modifications Project. The Sanitation District shall plan,design and construct the Plant 2 Headworks Modifications project as described in Exhibit B. The Sanitation District shall meet and confer with the Water District regarding the design of the Plant 2 Headworks Modifications project prior to its finalization and approval by the Sanitation District. The Sanitation District will provide any necessary support and assistance to the Water District in its efforts to obtain loans 1383066.2 and grants to fund this project. Subject to subsection(c)below,the Water District shall reimburse the Sanitation District for the costs of planning,designing, and constructing the Plant 2 Headworks Modification project. Without limiting the foregoing,the Water District shall reimburse the Sanitation District for the costs of the design contract(s),the construction contract(s), and Sanitation District staff time spent on the Plant 2 Headworks Modification project (total salary and benefits,pro-rated based on hours worked). The Sanitation District shall send an invoice to the Water District quarterly,which the Water District shall pay within 60 days of receipt. (b) Plant 2 Plant Water Pump Station Relocation Project. The Sanitation District shall plan, design and construct the relocation of the Plant 2 Plant Water Pump Station project as described in Exhibit B. The Plant 2 Plant Water Pump Station project shall be constructed as a part of Sanitation District's existing project Ocean Outfall System Rehabilitation,Project J-117 for efficiency and coordination purposes. The Sanitation District shall meet and confer with the Water District regarding the design of the Plant 2 Plant Water Pump Station Relocation project prior to its finalization and approval by the Sanitation District. The Sanitation District will provide any necessary support and assistance to the Water District in its efforts to obtain loans and grants to fund the Plant 2 Plant Water Pump Station project. Subject to subsection(c) below, the Water District shall reimburse the Sanitation District for the costs of planning, designing, and constructing the Plant 2 Plant Water Pump Station project. Without limiting the foregoing, the Water District shall reimburse the Sanitation District for the costs of the design contract(s),the construction contract(s), and Sanitation District staff time spent on the Plant 2 Plant Water Pump Station Relocation Project(total salary and benefits,pro-rated based on hours worked). The Sanitation District shall send an invoice to the Water District quarterly,which the Water District shall pay within 60 days of receipt. (c) Sanitation District Managed Projects Reimbursement. The Water District agrees to contribute to the portions of the System identified in the above sections 3(a)and(b) in an amount not to exceed fifty million dollars ($50,000,000). (d) Grant Funding. In the event that the cost of the Sanitation District Managed Projects exceeds the amount provided in section 3(c), any grant funding received by the Parties and relating to the Sanitation District Managed Projects,will first be applied to the cost of the Sanitation District Managed Projects described in this section. 4. Other Projects. The Water District shall plan, design,and construct, at its own expense, the Plant 2 Effluent Pump Station project,the Plant 2 Flow Equalization Tank project,and the 66" Interplant Pipe Rehabilitation project, all as described in Exhibit B. The Water District shall meet and confer with the Sanitation District regarding the design of these facilities prior to the finalization and approval of the design of these facilities. 1383066.2 5. CEOA Review. The Parties acknowledge that the Water District has assumed the role of the lead agency under the California Environmental Quality Act ("CEQA")for the System's Final Expansion, including the construction and operation of the AWTF Final Expansion, the Plant 2 Headworks Modifications project, the Plant 2 Plant Water Pump Station Relocation project, the Plant 2 Effluent Pump Station project, the Plant 2 Flow Equalization Tank project, and the 66" Interplant Pipe Rehabilitation project, and at its expense has taken all actions required by CEQA for the construction and operation of these facilities, and the System." 3. Section III,Paragraph 11 of the Agreement is hereby amended to add section 11.5 to read as follows to allow the Sanitation District's emergency use of the 66" Interplant Pipe leased to the Water District: "l 1.5. Sanitation District Use of 66"Interplant Pine in the Event of Emergency. The Sanitation District shall allow the Water District to operate and use those portions of the 66"Interplant Pipe depicted in Exhibit C3, a copy of which is attached hereto and incorporated herein by reference, in accordance with section 13 of the Agreement. However, in the event of an emergency,which includes,but is not limited to, situations when the Sanitation District needs to discharge secondary effluent from its Plant I facility to its ocean outfall system in an amount greater than the available online capacity of its interplant pipelines, the Sanitation District shall be allowed to use the 66" Interplant Pipe upon written notice to the Water District and receipt of the Water District's concurrence prior to any emergency usage of the 66" Interplant Pipe." 4. Section IV, Paragraph 14 of the Agreement is hereby amended to read as follows to clarify the Sanitation District's Operations and Maintenance Obligations: "14. Operation and Maintenance. The Parties agree to maintain and operate the equipment and facilities associated with the System and Project as described herein. The equipment and facilities identified in the following subsections we depicted in Exhibits C, Cl, C2, C3,E,and El, copies of which are attached hereto and incorporated herein by reference. (a) Water District Operation and Maintenance. The Water District shall, at its sole cost and expense,provide,or cause to be provided, all tools, equipment, vehicles,materials, supplies and qualified personnel necessary to operate and maintain the following equipment and facilities: screening facilities located on Sanitation District property, feed pipelines to the AWTF located on Sanitation District property,the AWTF, the GWRS Pipeline,the GAP Influent Pump Station, the seawater barrier injection wells, the Plant 2 Effluent Pump Station, the Plant 2 Flow Equalization Tank,the 66"Interplant Pipe Rehabilitation, and all other System facilities constructed within Plant 2 pursuant to this Agreement except as described in subsection(b)below. (b) Sanitation District Operation and Maintenance. Notwithstanding subsection(a),the Water District shall not be obligated to operate or maintain the following equipment and facilities located on Sanitation District property: Plant 2 Headworks and Plant Water Pump Station facilities, GWRS Diversion and Weir Box, the two buried isolation butterfly valves on the 66"Interplant Pipe, the Sanitation District's 1383066.2 trickling filters, Steve Anderson Lift Station,and related diversion facilities within Sanitation District property. (c) Transfer of Ownership. The Sanitation District hereby transfers ownership, operation and maintenance responsibilities for the Plant 1 trickling filter meter,valves,vault,and appurtenances on the Sanitation District property to the Water District, excluding the underlying property rights, as part of this Agreement. The Water District shall have the same rights to, and responsibilities for,the transferred facilities, which are depicted in Exhibit Cl attached hereto, as the other Water District facilities on Sanitation District property. " 5. Agreement Exhibits"C"and"E"are hereby updated to reflect existing conditions and the terms of this Second Amendment. Revised versions of Exhibits"C"and"E"are attached hereto and are deemed to be attached to and incorporated in the Agreement by this reference. 6. Except as expressly provided herein,each and all of the terms and provisions of the Agreement shall remain in full force and effect. 7. This Second Amendment may be executed in one or more counterparts,all of which shall be considered one and the same agreement. IN WITNESS WHEREOF,intending to be legally bound,the Parties hereto have caused this Second Amendment to be signed by the duly authorized representatives as of the day and year last signed below. Orange County Sanitation District Orange County Water District Chairman,Board of Directors Date President,Board of Directors Date Clerk of the Board Date Clerk of the Board Date Approved as to Form: Approved as to Form: Brad Begin,General Counsel Joel Kuperberg,General Counsel 1383066.2 Exhibit B Final Expansion Projects on Sanitation District Property In order to produce 130 mgd of purified water for the Groundwater Replenishment System (GWRS) Final Expansion project, Orange County Water District (OCWD)will require up to 174 mgd of secondary effluent from the Orange County Sanitation District (SANITATION DISTRICT). Currently, the SANITATION DISTRICT provides up to 135 mgd of secondary effluent to OCW D, all of it from Plant 1. The balance of secondary effluent needed for the Advanced Water Treatment Facilities (AWTF) Final Expansion will come from SANITATION DISTRICT's Plant 2. Four major construction projects on SANITATION DISTRICT property will be necessary to make this possible: 1. Plant 2 Modification Projects Currently, SANITATION DISTRICT Plant 2 receives domestic wastewater from the coastal and central Orange County trunk lines. In addition to the domestic wastewater, Plant 2 also receives flows from the Inland Empire Brine Line. The Inland Empire Brine Line, which is also known as the Santa Ana Regional Interceptor (SARI) pipeline, accepts brine wastes from utilities and industries in the Santa Ana Watershed. This water contains brine, concentrated waste streams, and effluent from the Stringfellow site in Riverside County and is currently not allowed to be used as source water for recycling through the AWTF by the Division of Drinking Water permit to operate GWRS. This project will modify the existing SANITATION DISTRICT Plant 2 Headworks to dedicate the portion of south of the Headworks to reclaimable flows and the portion of north to SARI and sidestream= flows. Each side of the Headworks will be isolated from each other by the installation of automated isolation gates at key locations. A new 72-inch pipeline will be constructed to bypass the SARI and sidestream flows around the existing screen influent channel to a segregated location upstream of the existing bar screens. This project will also reroute other sidestreams within Plant 2. The Headworks Modifications Project will also relocate the existing Plant Water Pump Station, which takes its source water from the Activated Sludge treatment process and 144" SE pipe. After the Final Expansion of the GWRS, the Activated Sludge (AS) treatment process will be dedicated to the treatment of SARI and sidestream Flows. Also, the 144" SE pipe will mainly contain brine from the GWRS reverse osmosis process. Therefore, the existing Plant Water Pump Station will be relocated to a location more suitable for receiving secondary effluent from the Trickling Filter-Solids Contact (TF-SC)treatment process, which will be used to treat domestic wastewater. 2. Plant 2 Effluent Pump Station Project This project will construct the Plant 2 Effluent Pump Station to send approximately 40 - 85 MGD of secondary effluent from SANITATION DISTRICT Plant 2 TF-SC process to the GWRS facility. The preliminary pump station layout is estimated to be approximately 47-feet by 100- feet with a four duty and one standby pump configuration. The five (5) pumps will be 500 HP vertical turbine pumps. The Plant 2 Effluent Pump Station will take secondary effluent from the 120-inch TF-SE pipeline and boost this flow into a new conveyance pipeline to GWRS. 3. Plant 2 Flow Equalization Tanks Project Two 3 MG above-grade flow equalization tanks will be constructed to equalize secondary effluent being pumped from Plant 2 to Plant 1. The Plant 2 Effluent Pump Station will be filling these equalization tanks during peak flows and pumping the remaining TF-SC effluent to GWRS. There is a weir box and diversion box required to divert the TF-SC effluent to the pump station, the tanks and ultimately GWRS. 4. 66" Interplant Pipe Rehabilitation Project SANITATION DISTRICT owns an existing unused 66-inch gravity reinforced concrete pipeline (RCP)that connects Plant 2 to Plant 1. This pipeline was constructed prior to 1965 and is no longer in service. The pipeline alignment is approximately 3.6 miles from Plant 2 to Plant 1. The SANITATION DISTRICT has surveyed the interior of this pipeline and determined that the pipeline is no longer usable with exposed rebar and deteriorating manholes. For the conveyance of secondary effluent from Plant 2 to the GWRS facility, SANITATION DISTRICT will allow OCWD to use the 66-inch existing pipeline and construction easement. In order to convert this aging gravity RCP into a pressure pipeline to convey the effluent pump station discharge, it will be rehabilitated by slip- lining a smaller diameter (either Reinforced Fiberglass Pipe (FRP) or High-Density Polyethylene (HDPE) pipe) within the existing 66-inch pipeline. The new pipeline will be connected on the south to the Plant 2 Effluent Pump Station and to the north to the GWRS screening facility. -v..mnmm ►� �..���������� - - --- III • s � . . . OCWD Trickling Filter Meter Vault s f z Electrical Building � a $ I $ $ I I I I — 3 Secondary OCSD OCWD GWRS Screening Facility SFJB3 I u I I I I I E I I — 15 _ i V Plan Water^ iy! y Q e F Legend 01 OCWD OCWD Facility Flow Meter OCWD Piping VauR — — — Abandoned Piping Exhibit C1 Water District Facilities on Sanitation District Property GWRS Screening Facility L d � C d W 7 N C O m V 4 y C N Y d 6" Plant Water f 66" Secondary Effluent m SEJB6Zao a o L �O -------9- « Lo 16 J V E A v OCWD Green SEJB7 Acres Project N Pump Station* Legend OCWD Facility OCWD Piping `OCSD maintains all reclaimed water pipe within the Plant No. 1 boundary. \7 Exhibit C2 Water District Facilities on Sanitation District Property Green Acres Project Pump Station 4 REENINGS FACILITY N AS2 SC31 AS I r SECONDARY CLARIFIERS I SC33 I cEJB4 I I I I PLANT 1 o I I GAP N SEJBT PS SERVICE I CENTER• d { �� �� , w•m Kwara� z ���_ _ _—__� � rn a wunnw wur _ c a.'awrnuo a � GARFIELD,AUE • OCWD Air/Vac Assemblies NURSERY /%/�• l OCWD Piping •\• •'\ EFFLUENT -� -•` JUNCTION OCSD Lease 66"Piping to O D ••fie '/ ` BOX .a n.x wo wane •�• /' / f �w•ioo-r-m SCE •\°•� / / •/ %/. SUBSTATION Exhibit C3 Water District Facilities on Sanitation District Property 66" Interplant Pipe/Plant 2 Secondary Effluent Pipe Plant 2 Plow Equalization and Effluent Pump Station + F Exhibit El / 4 n f a v Ba nning Ave r OCSD Weir Box - J T 9y Exhibit El 4 r T '•�.y � !l �i 1 ' r, OCSD Plant No. 2 " Exhibit E Lease of Property — Plant 2 ..------------ -- 1--- -- -�. .._.._..� OCSD '66" -.. . J'aLVE vwLr � BunerfW � �? `t`/a `'�.•�_.- unvx vwL I VaWe 4Z� 11 `ass,�` !:!4'.W MrFR assis —.e•.a r m�aa TURK � EOUIl/x 3pry I ___ --_.._.._..t�.. plan It <.. HYPochlo�pum ZSecontlary Pipet i n( Equalization '� OLW Tanks Potab/e OCWD Effluent ov ~ram"�. Wref / Pump Station OCWD OCSD Cable Dun Diversion - ...� _ Structure his I ;rSC-E I a �..—..—..—.. snrvinnrva arvEa O<SO LOFLO Pump Station OCSD Butterfly Valve ocsD weir and Plant Water Pump Station lunnian Structure Box —= .... OCWD Cable Duct � OCWD Piping — OCWDSodiumHypochlaritePiping /3 m assass , OCSD Lease 66"Pip ing to OCWD •��-^- �- a � � OCSD LOFLO Pump Station _ -- •mm.n '"' and Plant Water Pump Station ti Exhibit E1 Water District Facilities on Sanitation District Plant No. 2 Property Effluent Pump Station and Equalization Tanks FIRST AMENDMENT TO SECOND AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT FOR THE DEVELOPMENT, OPERATION AND MAINTENANCE OF THE GROUNDWATER REPLENISHMENT SYSTEM AND THE GREEN ACRES PROJECT This First Amendment to Second Amended And Restated Joint Exercise Of Powers Agreement For The Development,Operation And Maintenance Of The Groundwater Replenishment System And The Green Acres Project is entered into by and between the Orange County Water District(the"Water District")and the Orange County Sanitation District(the "Sanitation District"). The Water District and the Sanitation District are sometimes collectively referred to herein as the"Parties,"and individually referred to as each "Party." This First Amendment shall be effective as of the/Qlday of C6M&A ,2017. RECITALS WHEREAS, on November 16, 2016,the Water District and the Sanitation District entered into the " Second Amended And Restated Joint Exercise Of Powers Agreement For The Development, Operation And Maintenance Of The Groundwater Replenishment System And The Green Acres Project' ("Agreement'); and WHEREAS,the Sanitation District's Headworks Segregation Project("Plant 2 Headworks Modifications")is a component required to support final expansion of the Groundwater Replenishment System; and WHEREAS,on August 14,2017,the Sanitation District applied for funding in the form of a grant from the Federal Bureau of Reclamation to aid in the design and construction of the Plant 2 Headworks Modifications;and WHEREAS,the Agreement requires the Water District to reimburse the Sanitation District for its cost to design and construct the Plant 2 Headworks Modifications, and the Sanitation District intends to reduce the Water District's required reimbursement by the amount of any grant funding applicable to the Plant 2 Headworks Modifications obtained by the Sanitation District. NOW,THEREFORE,the Parties agree to amend the Waste Water Interceptor Capacity Agreement as follows: AGREEMENT 1. The Recitals above are deemed true and correct, are hereby incorporated in this Amendment as though fully set forth herein,and the Parties acknowledge and agree that they are bound by the same. 2. Section II,paragraph 3 of the Agreement is amended and restated in its entirety as follows: RECORD NO (U0 1268639.1 OCWDDOC. Or1 F� w� v�ia-a-53 3. Plant 2 Headworks Modifications Project. The Sanitation District shall plan,design and construct the Plant 2 Headworks Modifications project as described in Exhibit B. The Sanitation District shall meet and confer with the Water District regarding the design of the Plant 2 Headworks Modifications prior to its finalization and approval by the Sanitation District. The Sanitation District will provide any necessary support and assistance to the Water District in its efforts to obtain loans and grants to fund this project. The Water District shall reimburse the Sanitation District for the costs of planning, designing,and constructing the Project. Without limiting the foregoing,the Water District shall reimburse the Sanitation District for the costs of the design contract(s),the construction contract(s), and Sanitation District staff time spent on the project (total salary and benefits, pro-rated based on hours worked). The Sanitation District shall send an invoice to the Water District quarterly,which the Water District shall pay within 60 days of receipt. Should the Sanitation District successfully obtain grant funds applicable to the Plant 2 Headworks Modifications project,the Water District's reimbursement(s)to the Sanitation District for its cost of the design contract(s),the construction contract(s), and staff time spent on the project shall be reduced by the amount(s)of grant funds received by the Sanitation District for the project. 3. Except as expressly provided herein,this First Amendment does not modify the Agreement. 4. This First Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement. IN WITNESS WHEREOF, intending to be legally bound, the Parries hereto have caused this First Amendment to be signed by the duly authorized representatives as of the day and year last signed below. *fthe nitatio District\ Jarange County '7Water trlet Dim is Date sW Date ►o(asllI /�i''/'l Date Date ce Approved s to Form: p roved as to Br• R. o Gene al e1 .to cl r , e . Counsel 1268639.1 A OR/%41 SECOND AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT FOR THE DEVELOPMENT,OPERATION AND MAINTENANCE OF THE GROUNDWATER REPLENISHMENT SYSTEM AND THE GREEN ACRES PROJECT This Second Amended and Restated Joint Exercise of Powers Agreement for the Development,Operation and Maintenance of the Groundwater Replenishment System and the Green Acres Project("Agreement") is made and entered into between the Orange County Water District(the"Water District")and the Orange County Sanitation District(the"Sanitation District"). The Water District and the Sanitation District are sometimes collectively referred to in this Agreement as the"Parties,"and ind' 'dually referred to as each"Party."' The Agreement shall be effective as of the 114 day of; , 2016. RECITALS This Agreement is based on the following facts, mutual understandings and intentions of the Parties: A. The Parties entered into an agreement dated November 12, 2002 entitled"Joint Exercise of Powers Agreement for the Development,Operation and Maintenance of the Groundwater Replenishment System and the Green Acres Project"(-Original 2002 Agreement"). The Original 2002 Agreement sets forth(1)certain rights and obligations relating to the planning,design, construction,operation,and maintenance of the Groundwater Replenishment System("System"), and(2)certain rights and obligations relating to the operation of the Green Acres Project and the Water District's sale of Reclaimed Water to the Sanitation District. The Parties amended the 2002 Agreement on October 15, 2003 and April 26, 2006. (The Original 2002 Agreement, as amended on October 15,2003 and April 26,2006, is hereinafter referred to as the"2002 Agreement"). B. The Parties entered into an agreement dated March 5,2010 entitled"Amended Joint Exercise of Powers Agreement for the Development,Operation and Maintenance of the Groundwater Replenishment System and the Green Acres Project"("2010 Agreement"). The 2010 Agreement provided for the Initial Expansion of the System from 70 million gallons per day("mgd")to 100 mgd. C. Pursuant to the 2002 Agreement and the 2010 Agreement,the Parties have planned,designed,and constructed the System. The System commenced operation on January 10, 2008,and has operated continuously since that date. The Panics have received numerous awards from regional, national,and international bodies for their pioneering work in the planning,design,construction,and operation of the System. D. The Water District is planning to further expand the System, at its own expense, by expanding the production capacity of the Advanced Water Treatment Facilities(AWTF)and related post-treatment facilities (the "AWTF Final Expansion"). As currently planned,the AWTF Final Expansion will increase the System's production capacity from 100 mgd to 130 ' Unless otherwise required by the context in which any defined tern appears, capitalized terms shall have the meanings specified in Exhibit A hereto. 1 12011581 mgd. The AWTF Final Expansion is estimated to cost approximately one hundred and thirty million dollars(S 130,000,000). E. In order to produce 130 mgd of Product Water after the AWTF Final Expansion is complete,the Water District will require up to 175 mgd of Specification Influent from the Sanitation District. Currently,the Sanitation District provides up to 135 mgd of Specification Influent to the Water District,all of it from the Sanitation District's wastewater treatment facility designated as"Plant L" Based on current flows and flow projections,specification water from the Sanitation District's wastewater treatment facility designated as"Plant 2"will need to be made available to the AWTF. Five major construction projects on Sanitation District property will be necessary to make this possible:(i)the Plant 2 Headworks Modifications project,at an estimated cost of thirty eight-million dollars($38,000,000);(ii) the Plant 2 Effluent Pump Station project,at an estimated cost of eighteen million dollars($18,000,000); (iii)the Plant 2 Flow Equalization Tank project,at an estimated cost of twenty-three million dollars ($23,000,000); (iv)the 66"Interplant Pipe Rehabilitation project,at an estimated cost of thirty- seven million dollars($37,000,000);and(v)the Plant Water Pump Station Replacement,which is pan of the Ocean Outfall System Rehabilitation Project J-117,at an estimated cost of twelve million dollars(512,000,000). These projects are described in more detail in Exhibit"B" attached hereto. The Water District is willing to fund the design and construction of these five projects,in addition to the AWTF Final Expansion,under the terms and conditions set forth in this Agreement. F. The Sanitation District shall,at its own expense,(i)construct those portions of the Ocean Outfall System Rehabilitation Project J-117 that will replace portions of the Ocean Outfall Booster Station pumping system with a low flow pump station,and(ii)reconfigure the piping at the Plant 2 primary and secondary facilities to allow segregation of non-reclaimable and less desirable wastewater streams from those streams that will ultimately be treated by the System. These projects are currently in the Sanitation District's Capital Improvement Program and will continue to be funded from that source. G. The Water District uses the System's product water to replenish the Orange County Groundwater Basin,which provides potable water to over 2.4 million people in central and northern Orange County. Portions of the Basin,known as the"North Basin"and"South Basin", are contaminated with volatile organic compounds. The Water District operates extraction wells in the North Basin and South Basin to remove contaminated groundwater. Pursuant to the terms set forth in this Agreement,the Parties desire to increase the amount of wastewater available to the System by transferring contaminated groundwater extracted from the North Basin and South Basin to the Sanitation District for treatment and reuse. H. This Agreement is intended to replace and supersede the 2002 Agreement and the 2010 Agreement,and provide a complete expression of the Parties' respective rights and responsibilities related to the System. At the same time,the Parties acknowledge that(i)the Water District's covenants under this Agreement are supported by,among other consideration, all of the Sanitation District's covenants in the 2002 Agreement,the 2010 Agreement,and herein,(ii)the Sanitation District's covenants under this Agreement are supported by,among other consideration,all of the Water District's covenants in the 2002 Agreement,the 2010 Agreement,and herein. 1. The Sanitation District's substantial investment in the System provides the Sanitation District with a reliable outlet to dispose of more than one hundred(100)mgd of 2 1811758,1 secondary treated wastewater for certain periods. This allows the Sanitation District to delay and possibly eliminate a planned second ocean outfall, needed primarily to dispose of peak flows. J. This Agreement,as did the 2002 Agreement and the 2010 Agreement,provides for the planning,design,construction and operation of the System by the joint venture of the Parties. This Agreement is a Joint Powers Agreement within the meaning of Government Code Sections 6500,et seq. Pursuant to this Agreement, the Parties intend to jointly exercise powers common to them. The Parties possess, inter alia,the following common powers and authority: (1) The power and authority to construct,operate and maintain facilities,pipelines, other conduits, machinery,and other works to conserve,reclaim,purify,treat,transport or otherwise manage and put to beneficial use water that was recovered from operation of a sewerage system; (2) The power and authority to discharge water so as to replenish the underground basin and other natural water resources;and (3)The power and authority to acquire real and personal property, within or without the Parties'boundaries,as necessary or convenient for the full exercise of their respective powers. The method by which the Parties intend to jointly exercise these powers is set forth in this Agreement. This Agreement is also intended to set forth the terms and conditions governing (1) the Sanitation District's provision of secondary treated wastewater to the Water District for the Green Acres Project,and(2)the Water District's provision of tertiary treated water to the Sanitation District. AGREEMENT NOW,THEREFORE, in consideration of the foregoing facts recited and the mutual goals and objectives contained herein,the Parties agree as follows: I. Existing Agreements. 1. This Agreement shall replace and supersede the 2002 Agreement and the 2010 Agreement. H. Planning,Design,and Construction. 2. AWTF Final Expansion. The Water District shall,at its own expense,plan, design, and construct the AWTF Final Expansion as described in Exhibit A. 3. Plant 2 Headworks Modifications Project. The Sanitation District shall plan, design and construct the Plant 2 Headworks Modifications project as described in Exhibit B. The Sanitation District shall meet and confer with the Water District regarding the design of the Plant 2 Headworks Modifications prior to its finalization and approval by the Sanitation District. The Sanitation District will provide any necessary support and assistance to the Water District in its efforts to obtain loans and grants to fund this project. The Water District shall reimburse the Sanitation District for the costs of planning,designing, and constructing the Project. Without limiting the foregoing,the Water District shall reimburse the Sanitation District for the costs of 3 1201758.1 the design contract(s),the construction contract(s),and Sanitation District staff time spent on the project(total salary and benefits, pro-rated based on hours worked). The Sanitation District shall send an invoice to the Water District quarterly,which the Water District shall pay within 60 days of receipt. 4. Plant 2 Plant Water Pump Station Relocation Proiect The Sanitation District shall plan, design and construct the relocation of the Plant 2 Plant Water Pump Station project as described in Exhibit B. This project shall be constructed as a part of existing project Ocean Outfall System Rehabilitation, Project J-117 for efficiency and coordination purposes. The Sanitation District shall meet and confer with the Water District regarding the design of the Plant 2 Plant Water Pump Station Relocation prior to its finalization and approval by the Sanitation District.The Sanitation District will provide any necessary support and assistance to the Water District in its efforts to obtain loans and grants to fund this project.The Water District shall reimburse the Sanitation District for the costs of planning,designing,and constructing the Project. Without limiting the foregoing, the Water District shall reimburse the Sanitation District for the costs of the design contract(s),the construction contracgs),and Sanitation District staff time spent on the project(total salary and benefits,pro-rated based on hours worked). The Sanitation District shall send an invoice to the Water District quarterly,which the Water District shall pay within 60 days of receipt. 5. Other Projects. The Water District shall plan,design,and construct,at its own expense,the Plant 2 Effluent Pump Station project,the Plant 2 Flow Equalization Tank project, and the W'Interplant Pipe Rehabilitation project,all as described in Exhibit B. The Water District shall meet and confer with the Sanitation District regarding the design of these facilities prior to the finalization and approval of the design of these facilities. 6. CEOA Review. The Parties acknowledge that the Water District has assumed the role of the lead agency under the California Environmental Quality Act("CEQA")for this Agreement and the construction and operation of the AWTF Final Expansion,the Plant 2 Headworks Modifications project,the Plant 2 Plant Water Pump Station Relocation project,the Plant 2 Effluent Pump Station project,the Plant 2 Flow Equalization Tank project,and the 66" Interplant Pipe Rehabilitation project,and at its expense bas taken all actions required by CEQA for the construction and operation of these facilities,and the System. 111. Ownership of Interests 7. Water District's Property Ownerships. Except as otherwise set forth herein or by separate instrument executed by the Parties,the Water District shall hold title to and own all System facilities, including the AWTF, the Initial Expansion facilities and the Final Expansion Facilities,that are located within the boundaries of the Water District's property. In addition,the Water District shall hold title to and own the Plant 2 Effluent Pump Station Project,the Plant 2 Flow Equalization Tank Project,and the 66"Interplant Pipe Rehabilitation Project within the boundaries of the Sanitation District's property. In addition,the parties acknowledge that Water District holds title to and owns the previouslyconstmcted GWR Pipeline and ancillary and related facilities,including water percolation facilities,seawater intrusion barrier injection wells, and transmission pipeline facilities to deliver the GWRS water to the Water District's seawater intrusion barrier injection wells. The Water District also holds title to and owns all easements and rights-of-way obtained or to be obtained for the installation,operation and maintenance of all System facilities. 4 1 N1158,1 8. Sanitation District Property Ownetshios. Except as otherwise set forth herein or by separate instrument executed by the Parties,the Sanitation District shall hold title to and own all Sanitation District facilities located within the Sanitation District's property that treat and transmit wastewater to the Water District as Specification Influent. 9. Ownershio of Wastewater The Sanitation District shall hold title to and own all wastewater treated at the Sanitation District's property, including the rights to wastewater generated outside of the boundaries of the Water District,up to the point of delivery of such wastewater as Specification Influent to the Water District. 10.Ownership of GWRS Water. The Water District shall hold title to and own all Specification Influent received from the Sanitation District,and all rights to the GWRS Water produced by the System. Transfer of title to the secondary effluent shall pass from the Sanitation District to the Water District within the Secondary Effluent Junction Box No. 6(SEJB6), shown on Exhibit C attached hereto at Plant I or at the discharge of the Plant 2 Effluent Pump Station. Any revenues derived from the use or sale of GWRS Water that is not set forth in this Agreement shall be the sole property of the Water District. 11. Lease of Sanitation District Property by the Water District. 11.1. Reverse Osmosis Building Property. The Sanitation District shall continue to lease to the Water District the property described on Exhibit"D"attached hereto. During the term of the lease,the Water District shall use the leased property for System-related purposes. As the landlord and property owner,the Sanitation District shall assist the Water District in obtaining any permits or approvals that the Water District may seek from governmental agencies in connection with the construction and operation of the AWT Facilities,the influent screening facilities,the landscaping and associated piping on the leased property. Upon the Water District's request, the Sanitation District shall file or cause to be filed any application,documentation or information necessary to obtain such permits or governmental approvals. 11.2. Specified Plant 2 Property. The Sanitation District shall lease to the Water District two parcels totaling approximately 1.5 acres of property as described on Exhibit"E" attached hereto. During the term of the lease,the Water District shall use the leased property for construction,operation and maintenance of the Plant 2 Effluent Pump Station project and the Plant 2 Flow Equalization Tank project The Sanitation District may terminate the lease at any time upon five(5)years' notice to the Water District, if the Sanitation District determines that it requires the use of the Plant 2 Property. Upon termination of the lease, the Water District shall be responsible for removing the improvements and restoring the property to the original condition. As the landlord and property owner,the Sanitation District shall assist the Water District in obtaining any permits or approvals that the Water District may seek from governmental agencies in connection with the construction and operation of the Plant 2 Effluent Pump Station project, the Plant 2 Flow Equalization project, and the 66" Interplant Pipe Rehabilitation project. Upon the Water District's request,the Sanitation District shall file or cause to be filed any application,documentation or information necessary to obtain such permits or governmental approvals. 11.3. Lease of Prooertv—Plant 1 Storage Tanks. The Sanitation District shall continue to lease to the Water District the property on which the two 7.5-million-gallon storage tanks are located as shown in Exhibit"D"attached hereto. The Sanitation District may tenninate the lease at any time upon five(5) years' notice to the Water District, if the Sanitation District 5 1201758.1 determines that it requires the storage tank property for Sanitation District plant upgrades. The Water District shall be responsible for removal of the tanks and restoring the site to the original condition. 11.4. Rent. The total rent for all property leased to the Water District pursuant to this Section 1 I shall be Ten Dollars(S 10.00)for the term of this Agreement. The Parties acknowledge that the Water District has paid such rent to the Sanitation District concurrently with the execution and delivery of this Agreement. The rent is set at the nominal sum of ten dollars(S 10.00)because the Sanitation District has,and will continue to, otherwise receive adequate and substantial consideration from the Water District under this Agreement,the 2002 Agreement, and the 2010 Agreement. 12. Entrance on the Sanitation District's Property. The Sanitation District hereby grants to the Water District, its employees,consultants,contractors,sub-contractors and designated agents and representatives,a license to enter upon,occupy,and use one of the Sanitation District's entrances,to be selected by the Sanitation District in its reasonable judgment, for employee access and deliveries associated with the construction,operation and maintenance of the System, including delivery of chemicals and other materials. In no event, however,shall access for construction workers be permitted at the Sanitation District's main entrance located on Ellis Avenue. The term of the license shall begin upon execution of this Agreement and continue until this Agreement expires or is terminated. 13. Intemlant Effluent Line. The Sanitation District hereby grants to the Water District an easement and right of way for the Sanitation District-owned 66" Interplant Pipe from the Effluent Junction Box (EJB)at Plant I to the Ocean Outfall Booster Station((JOBS)wetwell at Plant 2 for use as a Specification Influent transfer pipeline only from Plant 2 to the AWTF. The easement and right-of-way is described on Exhibit F attached hereto. The easement and right of way shall terminate upon termination of this Agreement. Notwithstanding the foregoing, however, if the Sanitation District determines that it requires the use of the property, it may notify the Water District of that fact. In the event of such notice, the Water District may either (1)relinquish its casement and right-of-way and discontinue using the easement and right-of-way for the 66" Interplant Pipe,or(2)pay fifty percent(50%)of the cost of a new pipeline and right of way to meet the Sanitation District's alternate need for the pipeline or right of way. The Water District shall be responsible for removal of the improvements and restoring the site to the original condition when vacated. IV. Operation and Maintenance. A. The Water District's Operations and Maintenance Obligations. 14. Water District Operation and Maintenance. The Water District shall,at its sole cost and expense,provide,or cause to be provided,all tools, equipment, vehicles,materials, supplies and qualified personnel necessary to operate and maintain the screening facilities located on Sanitation District property, feed pipelines to the AWT Facilities located on Sanitation District property,the AWT Facilities, the GWR Pipeline, the GAP Influent Pump Station, the seawater barrier injection wells,the Plant 2 Effluent Pump Station,the Plant 2 Flow Equalization Tank,the 66" Interplant Pipe Rehabilitation,and all other System facilities constructed within Plant 2 pursuant to this Agreement except the Plant 2 Headworks and Plant Water Pump Station facilities.Notwithstanding the foregoing,the Water District shall not be obligated to operate and maintain the Sanitation District's trickling filters, Steve Anderson Lift 6 ¢nnsn i Station,or related diversion facilities within Sanitation District property. The Sanitation District hereby transfers ownership,operation and maintenance responsibilities for the Plant I trickling filter meter,valves, vault, and appurtenances on the Sanitation District property to the Water District,excluding the underlying property rights, m part of this Agreement. These transferred facilities become subject to the same rights and responsibilities of the other Water District facilities on Sanitation District property. 15. Operation of System Facilities. At its sole cost,the Water District shall own, operate and maintain the AWT Facilities, the Green Acres Project,the Plant 2 Effluent Pump Station, the Plant 2 Flow Equalization Tank, and the 66"Interplant Pipe Rehabilitation project. The Water District shall use its best efforts to operate the AWT Facilities without total plant shutdowns except for scheduled maintenance, suspension or shutdown mandated by a regulatory agency,or conditions outside of the reasonable control of the Water District; and Water District will use its best efforts to provide 48 hours written notice to the Sanitation District and obtain receipt of the Sanitation District's concurrence prior to any shutdown. In the event of a dispute, the Parties shall exercise the procedures described in Section 50. In the event the groundwater basin is unable to receive the Product Water from the treatment of Specification Influent, the Water District shall maintain the permitting necessary to discharge up to 100 mgd into the Santa Ana River as an outlet for Sanitation District flow consistent with Recital 1. 16.Acceptance of Non-Specification Influent. The Water District shall use its best efforts to accept secondary treated wastewater from the Sanitation District that does not meet the standards for Specification Influent, in the event the Specification Influent becomes unavailable due to unforeseen circumstances not reasonably anticipated by the Sanitation District. Notwithstanding the foregoing, the Water District may reject and refuse to accept any wastewater not meeting the standards for Specification Influent if the Water District reasonably determines either that such wastewater not meeting the standards for Specification Influent may cause substantial damage to the AWT Facilities or other System facilities, or that the Water District is unable to treat and dispose of such wastewater in compliance with applicable law and the permits and approvals governing the use of System Water. 17. Acceptance of Peak Flows. The Water District shall routinely operate all System components,and otherwise maintain all System components in a state of readiness, so the System will be able to accept Peak Flows of Specification Influent. The Water District shall accept Peak Flows of Specification Influent from the Sanitation District. Notwithstanding the foregoing, if the Sanitation District's General Manager or designee agrees in advance in writing, the Water District may temporarily reduce the System's capability to accept Peak Flows of Specification Influent. The Sanitation District's General Manager or designee must approve in writing both the amount and duration of any such reduction in capability. 18. Electrical Power Suoply. Throughout the life of the System, the Water District shall ensure a reliable source of electrical power to preclude disruption of System operations by securing and maintaining two independent 66-kV lines from Southern California Edison, or by securing and maintaining an alternative,equally reliable type,system or provider of electrical service. The Sanitation District shall supply electrical power for the operation of the Plant 2 Effluent Pump Station and the Plant 2 Flow Equalization Tank. The Water District shall reimburse the cost of power to the Sanitation District at the Sanitation District's current cost from Southern California Edison. 7 1201758.1 19. Sodium Hvpochlorite Supply. The Sanitation District shall add sodium hypochlorite to its Plant 1 secondary effluent and/or Plant 2 secondary effluent on an as-needed basis as determined by the Water District. The Water District shall reimburse the cost of the chemical used to the Sanitation District at the Sanitation District's current cost from its supplier. 20. Fiber Optic Cables. The Sanitation District shall install up to 12 fibers within an existing fiber optic conduit extending from Sanitation District Plant I to Plant 2 for the Water District's facilities to be constructed at the Sanitation District's Plant 2.The Water District shall reimburse the construction cost for this work to the Sanitation District. The Water District shall install fiber optic conduit and fibers at Plant I to connect from the existing conduit line to the Microfiltration Screening Building. 21. Reclaimed Water Service to the Sanitation District. The Water District shall continue to deliver to the Sanitation District,at no cost to the Sanitation District,up to I,120 acre feet per year of reclaimed water from the Green Acres Project. The Water District shall provide the Reclaimed Water at an average Bow of I MGD and a pressure of no less than 105 pounds per square inch gauge(PSIG). The Water District may suspend deliveries of reclaimed water from the Green Acres Project on 30 minutes advance notice if the secondary treated wastewater received from the Sanitation District does not meet the standards for Specification Influent. The Sanitation District may purchase additional Reclaimed Water from the Water District, in excess of 1,I20 acre feet per year.The rate of any additional purchase of water shall be one hundred and seventy-four dollars and twenty cents(S 174.20)per acre-foot for Reclaimed Water. For all Reclaimed Water delivered,this rate shall be adjusted annually on June 30 by the lower of(i)the change in the U.S.Consumer Price Index for Los Angeles—Riverside—Orange County for the preceding year or(ii)2.5%. In fulfilling its obligations under this Section 19,the Parties anticipate that the Water District will generally use Reclaimed Water from the Green Acres Project. In the event that Reclaimed Water from the Green Acres Project is not available,the Water District shall provide substitute water from another source. 22. Metering.Measurement of Flows and Invoices. The Sanitation District agrees that at the Sanitation District's locations where Reclaimed Water is used exclusively,the Water District,at its own expense,shall provide a control valve(or valves)and a meter for the purpose of measuring the quantity of Reclaimed Water delivered under the terms of this Agreement. The Sanitation District acknowledges and agrees that the Water District may access and read the Reclaimed Water service meter(s)and record Reclaimed Water usage for the Sanitation District on a monthly basis. The Sanitation District shall provide all necessary assistance to the Water District in gaining access to the service meter(s)to take readings. The Water District shall pay the City of Fountain Valley and/or Huntington Beach any meter reading charges mandated by either City. 23. Water Quality Monitoring. The Water District and the Sanitation District shall establish, implement and maintain a written water quality monitoring program for the following: (a)the wastewater delivered from the Sanitation District to the Water District pursuant to Section 35 of this Agreement;(b)the waste streams discharged from the AWT Facilities and the Green Acres Project and delivered to the Sanitation District pursuant to Section 38 of this Agreement; and(c)the Reclaimed Water that the Water District will deliver to the Sanitation District pursuant to Section 19 of this Agreement. The monitoring program shall include daily turbidity, samples for all brine wastes. 8 IN1/58.1 24. System Staff and Contractors. The Water District shall recruit, select, employ, and supervise all staff employees and/or contractors retained to provide services for the operation and maintenance of the System, including but not limited to any regular fulltime, temporary, part-time or limited term employees. 25. System Modifications. During operation of the System, the Water District shall not modify,either temporarily or permanently, any aspect of the System that would impair the System's ability to accept Specification Influent in the amounts required by this Agreement. 26. Groundwater Cleanup Proiects. The Water District shall construct,operate, and maintain,at its sole expense, gravity-feed pipelines from the Water District's North Basin and South Basin extraction wells to the Sanitation District's trunk sewer collection system. The Sanitation District, in its sole discretion, shall determine the point or points of connection. The Water District may use these pipelines to transfer up to 5 mgd of extracted water from the extraction wells to the Sanitation District for treatment by the Sanitation District. The Sanitation District, in its sole discretion, shall direct the Water District to limit or cease discharge during wet weather events. The discharge shall comply with all applicable regulatory requirements of the Sanitation District's source control program, including but not limited to the Local Limits on contaminant concentrations. Before commencing discharge,the Water District shall apply for and comply with the Sanitation District's Special Purpose Discharge Permit for the discharge. The cost for said discharge shall be accrued per the Sanitation District's fee schedule until such time as the Water District recovers costs from one or more financially responsible parties. The Water District shall notify the Sanitation District when funds are recovered from financially responsible parties. The Sanitation District shall invoice the Water District for all accrued charges when the Water District recovers funds from one or more financially responsible parties. 27. NPDES Permit. The Water District shall maintain a valid National Pollutant Discharge Elimination System("NPDES")permit authorizing the discharge of treated water from the System to the receiving waters of the State of California. The Water District shall,at its sole cost and expense,(a)defend any regulatory or citizen enforcement actions that may arise out of alleged violations of the NPDES permit caused by operation of the System,except to the extent such actions result from the receipt of non-Specification Influent from the Sanitation District and(b)pay any fines or civil penalties levied as a result of any such enforcement actions and/or any amounts tendered in settlement of such enforcement actions. To the extent such actions result from the receipt of non-Specification Influent from the Sanitation District,the Sanitation District shall,at its sole cost and expense, (a)defend such actions, and (b)pay any fines or penalties levied as a result of such actions and/or any amounts tendered in settlement of such actions. 28. Water Reclamation Permit. The Water District shall maintain a valid Water Reclamation Permit from the California Regional Water Quality Control Board—Santa Ana Region, authorizing the treatment and reuse of the System's water. 29. Security—Water District Responsibilities. The Water District shall (i) increase the height of the interior perimeter wall surrounding the GWRS facilities to a consistent height of at least eight(8) feet; (ii)post a BSIS licensed security guard at the Water District's Ward Avenue Security Booth during normal operating hours; (iii)The security guard shall control access to GWRS facility by checking visitors and employee identifications and checking in vehicles entering the facilities. This include daily access control operations for employees and visitors during normal business hours; (iv)The security guard will maintain overall security and 9 1201758 1 protection for personnel, the Water District property and the GWRS facility; and(v)Visitors shall present a valid, government issued photographic identification(e.g., driver's license, military ID card or an agency produced access badge)when checking in with the security officer at the Ward Avenue Security Booth. 30. Stormwater Management. Sanitation District's Plant 2 property leased to the Water District as well as the Plant I leased area for the Storage Tanks shall be regulated under Sanitation District's NPDES Ocean Discharge Permit obligations for Stormwater,which require that all water must be collected and treated and not allowed to discharge offsite or into a non- Sanitation District water conveyance system. The Water District shall construct and maintain their facilities in these areas to comply with the requirements of the Sanitation District's then current On-Site Stormwater Management Plan. All other Plant I property leased to the Water District that drains to a Municipal Separate Storm Sewer System shall be regulated under the Water District's Industrial Permit obligations and is not regulated by Sanitation District's On- Site Stormwater Management Plan. 31. Regulatory Retorting. The Water District shall have sole responsibility for preparing and filing all reports in connection with the System that may be required by applicable laws and/or regulatory agencies. The Sanitation District shall provide such information as necessary for the preparation of such reports as may be reasonably requested by the Water District. 32. Monthly and Annual Reports. The Water District shall submit to the Sanitation District all monthly and annual reports prepared by the Water District summarizing the System's operation and maintenance activities. The Water District shall also provide all other written reports prepared by the Water District regarding System management,operation, maintenance, asset management,and repair and long-term rehabilitation or replacement as the Sanitation District may reasonably request from time to time. 33. Annual Budgets. The Water District shall prepare and present its annual budgets for the System's operation and maintenance and capital expenditures at the annual G W RS Steering Committee meeting in April. 34. Compliance with Laws. In operating,managing, maintaining and repairing the System's facilities, the Water District shall comply with the requirements of all permits and licenses and all applicable federal, state and local statutes,ordinances,rules and regulations governing the operation and maintenance of the System. B. The Sanitation District's Operations and Maintenance Obligations. 35. Delivery and Ouality of Wastewater. The Sanitation District shall offer to the Water District,and the Water District shall have a right of first refusal for, 175 mgd of Specification Influent from Plant I and Plant 2 at no cost to the Water District, for treatment in the System and the Green Acres Project,as long as sufficient wastewater Bow is available. The Sanitation District shall use its best efforts to maximize the amount of Specification Influent available for the System. The Sanitation District shall also use its best efforts to bypass lower quality wastewater where possible to the Sanitation's District Plant 2 where a separate treatment train is available to treat wastewater undesirable for the System. The"quality"of wastewater for purposes of this Section 35 is based on those factors that adversely affect the performance of the System or Green Acres Project,such as total dissolved solids, total organic carbon, N- 10 nitrosodimethylamine,turbidity, suspended solids and 1,4-Dioxane. The Parties acknowledge that,during peak weather events(as determined by the Sanitation District in its sole discretion), the Sanitation District may not be able to provide any Specification Influent from Plant 2 to the Water District,as the treatment capacity at Plant 2 will be fully utilized for storm flows. The Sanitation District shall confer with the Water District if the Sanitation District intends to make a major change in the source of wastewater, future planning,operations or chemical use at least thirty(30)days before such a change. 36. Costs of Specification Influent. The Sanitation District shall pay all capital, operations and maintenance costs of providing Specification Influent to the Water District at Plant 1 or Plant 2 pursuant to Section 35. 37. Industrial Pretreatment and Pollution Source Control Program. The Sanitation District shall maintain a comprehensive industrial wastewater pretreatment and pollutant source control program for controlling the discharge of wastes from point sources that could adversely affect the System's water quality or production. The Sanitation District shall comply with all applicable legal requirements with respect to its source water control program. 38. Acceptance of Waste Streams to be Discharged to the Sanitation District. The Sanitation District shall,at no charge to the Water District,accept all waste streams discharged from the AWT Facilities and the Green Acres Project. The discharge shall meet all standards specified in the Sanitation District's Wastewater Discharge Ordinance. 39. Compliance with Laws. In operating, managing,maintaining and repairing the facilities to provide Specification Influent to the Water District, the Sanitation District shall comply with the requirements of all permits and licenses and all applicable federal, state and local statutes,ordinances, rules and regulations governing the operation and maintenance of such facilities. C. Joint Operations and Maintenance Obligations. 40. Ownershio of Green Acres Proiect Reclaimed Water Facilities. The Sanitation District shall own,operate and maintain at its own expense all wastewater treatment facilities that lie within the boundaries of the Sanitation District's two plants,specifically excluding the Water District's pump station at Plant I and metering facilities at the Sanitation District's Plant 2. The Water District shall own, operate and maintain at its own expense all other reclaimed water facilities that are part of the Green Acres Project, or in the future are operated by the Water District to produce Reclaimed Water under the Green Acres Project. 41. Costs of Addressing Newly Discovered Contaminants. The Parties acknowledge that the AWT Facilities are designed to remove N-nitrosodimethylaminc and 1,4-dioxane from Specification Influent based upon maximum allowable influent concentrations. In the event that, in the future,any Newly Discovered Contaminants are identified in the Specification Influent that require removal to meet System standards, the Water District and the Sanitation District will meet and confer in good faith regarding(a)the appropriate type of source control and/or water treatment needed to address the Newly Discovered Contaminants;(b)the appropriate sharing of costs for the construction and operation of any necessary treatment facilities; and/or(c)the development and implementation of additional source control strategies. 12017581 I I 42. Further Conditioning or Treatment of Waste Streams to be Discharged to the Sanitation District. If the Sanitation District's outfall NPDES permit requires conditioning or further treatment of waste streams accepted from the Water District by the Sanitation District pursuant to Section 38 before it can be discharged to the Sanitation District's facilities, the Parties shall meet and confer regarding(a)the appropriate type of conditioning or further treatment,and(b)the appropriate arrangement for sharing the capital and operating costs of conditioning or further treatment. 43. Specification Influent from the two plants. The Sanitation District and the Water District agree to meet and confer regarding the ratio of Specification Influent from the two plants to the AWTF for the GWRS Final Expansion.The Sanitation District's Plant 2 effluent is the most cost efficient treatment system for the Sanitation District. However,the water quality from the Sanitation District's Plant 2 effluent is predicted to increase operational and maintenance costs for the Water District's AWTF system due to the higher concentrations of total dissolved solids,turbidity,ammonia,and suspended solids. The Parties shall therefore meet to ensure a mutually beneficial ratio of Specification Influent from the two plants,when possible, for optimal efficiencies through both facilities. 44. Other Costs. In the event that new quality or quantity discharge requirements are imposed by law or regulation that increase the cost to either Party to perform its obligations under this Agreement,the Parties shall meet to determine the most effective method of addressing such requirements. If the Parties cannot agree,any dispute will be resolved pursuant to Section 50. The cost of addressing such requirements shall be shared equally by the Parties. 45. Security—Joint Obligations. The Sanitation District shall comply with my and all security provisions adopted or instituted by the Water District with respect to access into and across Water District property. Likewise,the Water District shall comply with any and all security provisions adopted or instituted by the Sanitation District,with respect to access into and across Sanitation District property. The Water District agrees to place a security guard at the Water District's gate during normal operating hours;and pay for 20%of the Sanitation District's patrol car surveillance contract that shall include patrol car surveillance of the Water District's facilities. Also,the Sanitation District and the Water District agree to conduct ajoint security vulnerability assessment of the joint campus every five(5)years,or sooner, based on changing circumstances and knowledge of a threat. The main purpose of the assessment is to analyze any security vulnerabilities and recommend cost effective security measures. This includes ensuring that persons at the site(employees,vendors,public,etc.)are made aware of acceptable paths of travels,emergency contact information,and general access provisions and restrictions. 46. Insurance. Each Party shall furnish and maintain the following insurance coverage,provided that such coverage is available on commercially reasonable terms: (a) Workers In accordance with the Compensation Workers'Compensation Act of the State of California—Minimum of$1,000,000 (b)Public Liability, in $2,000,000 Combined Single the form of either Comprehensive Limit per occurrence,with$5,000,000 12 12a1758.1 General Liability or Commercial aggregate for bodily injury,death and Liability written on a per- property damage occurrence basis (c)Automobile $1,000,000 combined single Liability, including non-owned and limit per occurrence hired vehicles (d) Casualty,to protect Replacement value against fire, flood, earthquake and other hazards Each Party shall name the other Party as an additional named insured on all of the above listed policies(other than Worker's Compensation and Casualty insurance). Each Party shall furnish certificates of insurance showing coverage to the other Party. Where a Party, by its Board of Directors approval,has elected to partially or fully self-insure any of the above required coverages,it shall provide to the other Party all the relevant written policies and actions to establish said programs. 47. Independent Contractor Status. The Parties agree that, in operating and an maintaining the System,the Water District is, d shall be, acting at all times as an independent contractor, and all employees of the Water District are solely employees of the Water District and not the agents or employees of the Sanitation District. The Parties further agree that, in operating and maintaining the facilities to provide Specification Influent to the System,the Sanitation District is,and shall be, acting at all times as an independent contractor, and all employees of the Sanitation District are solely employees of the Sanitation District and not the agents or employees of the Water District. 48. GWRS Steering Committee Review of Operations. The Parties hereby continue the Groundwater Replenishment System Steering Committee established in prior agreements. The Steering Committee shall continue to consist of a total of six (6)directors,including three (3)directors appointed by the Water District and three(3)directors appointed by the Sanitation District. In addition,the Water District and the Sanitation District shall appoint three alternates for each agency. For each Party, an alternate shall serve on the Committee in the event that a director is absent. At its first meeting of each calendar year the members of the Steering Committee shall elect a chair and vice-chair, one from each Party. The chair and vice-chair shall alternate between the Parties every year. The Steering Committee shall establish the time and date for its regular meetings, and shall hold special or adjourned meetings as it deems appropriate. A quorum for the purpose of transacting business shall consist of two members from each of the two boards of directors of the Parties. All actions of the Steering Committee shall require a majority vote of the members present at a meeting. The Steering Committee shall serve as an advisory body for the governing boards of the Water District and the Sanitation District,and shall make any recommendations regarding System operations that it deems appropriate. The Steering Committee shall also attempt to mediate any dispute between the Water District staff and the Sanitation District staff as described in Section 50 of this Agreement. V. Events of Default; Dispute Resolution. 13 Qa1718.1 49. Event of Default. The failure of a Party to comply with any provision of this Agreement that has a material and adverse effect on the other Party, except to the extent caused by a breach of this Agreement by the other Party, shall constitute an Event of Default under this Agreement;provided, however, that the defaulting Party shall first have a period of thirty(30) days following receipt of notice from the other Party of such failure to comply to cure such failure,or if such cure cannot be effected within such thirty(30)day period,such period shall extend for a total of one hundred eighty(180)days, so long as the defaulting Party is diligently trying to cure such failure throughout such period. 50. Dispute Resolution. Staffs of both Parties shall meet and use their best efforts to settle any dispute,claim,question or disagreement("Dispute")arising from or relating to this Agreement. To that end, staffs of both Parties shall consult and negotiate with each other in good faith and,recognizing their mutual interests,attempt to reach a just and equitable solution satisfactory to both Parties. If the Parties do not reach such a solution within a period of thirty (30)days after the first meeting of the staff regarding a Dispute,then the Parties shall convene a meeting of the Steering Committee within sixty(60)days after the first meeting of the staff regarding a Dispute and attempt to settle the Dispute before the Steering Committee at the meeting. If the Parties do not settle the Dispute within five(5)calendar days after the Steering Committee meeting,either Party may pursue any and all legal and equitable remedies that may be available. VI. Miscellaneous. 51. Notices. All notices to the Sanitation District required or permitted under this Agreement shall be in writing and shall be deemed delivered(i)when delivered in person, (ii)on the third day after mailing, if mailed,postage prepaid by registered or certified mail(return receipt requested);(iii)on the day after mailing if sent by a nationally recognized overnight delivery service which maintains records of the time,place,and recipient of delivery; (iv)upon receipt of a confirmed transmission,if sent by telex,telecopy or facsimile transmission;or (v)via electronic mail provided the sender's system is capable of creating a written record of such notice and its receipt in each case to the parties at the following addresses or to other such addresses as may be famished in writing by one party to the other: Orange County Sanitation District 10844 Ellis Street Fountain Valley, CA 92708-7018 Telecopier: 714-962-0356 E-Mail: iherberRr:ocsd.com Attention: General Manager With a copy to: District General Counsel,who is presently: Bradley R. Hogin Woodruff, Spradlin&Smart 555 Anton Boulevard,Suite 1200 Costa Mesa,CA 92626 14 IN1758.1 Telecopier: 714A I5-1006 E-Mail: bho¢inAwss-law.com All notices to the Water District required or permitted under this Agreement shall be in writing and shall be deemed delivered(i)when delivered in person; (ii)on the third day after mailing, if mailed, postage prepaid,by registered or certified mail(return receipt required); (iii)on the day after mailing if sent by a nationally recognized overnight delivery service which maintains records of the time,place, and recipient of deliver; (iv)upon receipt of a confirmed transmission, if sent by telex, telecopy or facsimile transmission;or(v)via electronic mail provided the sender's system is capable of creating a written record of such notice and its receipt in each case to the parties at the following addresses or to other such addresses as may be famished in writing by one party to the other: Orange County Water District 18700 Ward Street Fountain Valley,CA 92708-8300 Telecopier: 714-378-3373 E-Mail: mmarkus(a)ocwd.com Attention: General Manager With copy to: District General Counsel,who is presently: Joel D. Kuperberg,Esq. Rutan&Tucker, LLP 611 Anton Boulevard, Suite 1400 Costa Mesa,CA 92626 Telecopier: 714-546-9035 E-Mail: ikuoerbere(dmtan.com 52. Term. This Agreement shall remain in force and effect for fifty(50)years from and after the date first written above. Within thirty(30)days after the forty-fifth(45°h) anniversary of the effective date of this Agreement, the Parties shall meet to decide whether to extend this Agreement. Any extension of this Agreement shall be done on mutually-acceptable terms and conditions. In the event the Parties do not extend the Agreement, the Water District shall,under the direction of the Groundwater Replenishment System Steering Committee,sell off or liquidate those portions of the System,and all facilities and appurtenances thereto, constructed pursuant to the 2002 Agreement. The Water District shall also remove all System facilities constructed on the Sanitation District's property. The proceeds of selling off or liquidating the above-described portions of the System shall be used first to repay the Water District for all reasonable third-party costs incurred in connection with the selling and/or moving the System facilities. The remainder,if any,shall be divided equally between the Parties. 15 1201718.l 53. Force Maieure. Neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations (other than payment obligations)under this Agreement is caused by floods, earthquakes,other Acts of God, fires,wars,riots,or similar hostilities,actions of legislative,judicial, executive or regulatory government bodies or other cause,without fault and beyond the reasonable control of such Party. If any such events shall occur,the time for performance by either Party of any of its obligations hereunder shall be extended by the Parties for the period of time that such events prevented such performance. Upon occurrence of an event of Force Majeure, the affected Party shall: (i)promptly notify the other Party of such Force Majeure event,(ii)provide reasonable details relating to such Force Majeure event, and(iii) implement mitigation measures to the extent commercially reasonable. 54. Indemnities. 54.1. The Sanitation District's Indemnity. The Sanitation District shall fully indemnify the Water District and its respective directors,Groundwater Replenishment System Steering Committee members,employees and agents against,and hold them completely free and harmless from,any cost,expense,claim, demand,judgment,loss, injury and/or liability of any kind or nature,including personal or bodily injury,death or property damage("Losses")that may arise from(i)any grossly negligent act or omission of the Sanitation District related to construction of the System or the construction and operation of the facilities used to provide Specification Influent to the Water District or(ii) any claim made by a Sanitation District employee specifically retained to provide services with respect to the facilities used to provide Specification Influent. 54.2. The Water District's Indemnity. The Water District shall fully indemnify the Sanitation District and its respective directors, Groundwater Replenishment System Steering Committee members,employees and agents against, and hold them completely free and harmless from,any Losses that may arise from(i)any grossly negligent act or omission of the Water District related to the System's construction, management,operation, maintenance or repair, except for costs, expenses,claims, demands,judgments, losses, injuries and/or liability arising from any grossly negligent act or omission of the Sanitation District related to construction of the System or(ii)any claim made by a Water District employee specifically retained to provide services with respect to the System. 54.3. Joint Indemnity. Except as provided in Sections 54.1 and 54.2,each Party shall indemnify the other Party and its respective directors,Groundwater Replenishment System Steering Committee members,employees and agents against,and hold completely free and harmless from, any Losses arising from the design and construction of facilities pursuant to this Agreement; provided, however, that such indemnity shall be made only to the extent necessary to allocate such Loss between the Parties in a proportion equal to the Parties' cost-sharing obligations under this Agreement with respect to the design and construction of the facilities out of which such Loss arose. 55. Successors and Assigns. The terms and conditions of this Agreement shall more to the benefit of and be binding upon the parties hereto and their respective heirs,representatives, successors and permitted assigns. 56. Further Acts and Assurances. The Parties agree to execute,acknowledge and deliver any and all additional papers, documents and other assurances,and perform any and all 16 1201 581 acts and things reasonably necessary, in connection with the performance of the obligations hereunder and to carry out the intent of the Parties. 57. Captions. The captions in this Agreement are inserted only m a matter of convenience and reference and in no way define,limit or describe the scope or intent of this Agreement,nor in any way affect this Agreement Words of any gender in this Agreement shall be held to include any other gender and words in the singular number shall be held to include the plural when the sentence so requires. 58. Severability. Should it be found that any part of this Agreement is illegal or unenforceable,such par or pars of this Agreement shall be of no force or effect and this Agreement shall be treated as if such part or pars have not been inserted. 59. Entire Agreement. All previous negotiations had between the Parties hereto and/or their agents or representatives with respect to this Agreement are merged herein and this Agreement alone fully and completely expresses the Parties' rights and obligations. 60. Modifications in Writing. This Agreement shall not be modified in any manner except by an instrument in writing executed by the Parties or their respective successors in interest. 61. Interpretation. Each of the Parties hereby waives any provisions of law to the effect that an ambiguity in a contract or agreement shall be interpreted against the Party that drafted the contract,agreement or instrument. 62. Govemine Law. This contract shall be governed by and construed according to the laws of the State of California. 63. No Third-Patty Beneficiaries. Nothing in this Agreement is intended to create any third-party beneficiaries to the Agreement,and no person or entity other than the Parties, and the permitted successors and assigns of either of them,shall be authorized to enforce the provisions of this Agreement. 64. Assignment. Neither Party may assign its interest in this Agreement without the prior written consent of the other Party. 65. Representations and Warranties. No representations or warranties are made or have been relied upon by either Party other than those expressly set forth herein,if any. 17 1201759,1 IN WITNESS WHEREOF,the Parties hereto have executed this Agreement as of the day and year first written above. GRANO SA IT ION DISTRICT By: air, of Directors Date: III 1 By: th Date: I I APPROVED AS TO FORM: r BnMley R. Hogin General Counsel Orange County Sanitation District ORANGE COUNTY WATER DISTRICT By: Presidcn Q oTDimctors Date: By: —/ nc I anger Date: APPITVED AST ORM: Jocl rbcr Gene I Counsel Oren a County Water District 18 i zonss� Exhibit A Definitions 1. "AWT Facilities"means the advanced wastewater treatment facilities constructed by the Parties on the Water District's and Sanitation District's property in Fountain Valley as shown in Exhibit C. 2. "Cooperative Agreement"means the Cooperative Agreement for Project Planning for Orange County Reclamation Project,entered into by the Parties in February of 1997. 3. "Effective Date"means the date of this Agreement. 4. "Final Expansion"means an expansion of the System as originally designed to provide an increase in production capacity from 100 mgd to 130 mgd. As of September 2016, the Water District's plan for the Final Expansion included construction of the following major components: (1)facilities to increase the capacity of the System's existing microfiltration processing; (2) facilities to increase the capacity of reverse osmosis processing,(3)facilities to increase the ultraviolet light processing(4)additional chemical storage and post-treatment facilities; (5)additional reverse osmosis transfer pumps;(6)additional decarbonator and cartridge filter,and(7)additional product water and backwash supply pumps." 5. "General Managers'means the general managers of the Water District and the Sanitation District. 6. "Governing Boards"means the Board of Directors of the Water District and the Board of Directors of the Sanitation District. 7. "Green Acres Project"means Reclaimed Water processed at the Water District's Green Acres wastewater reclamation facility,or successor facilities used by the Water District. 8. "Groundwater Replenishment System'or"System"consists of four major components: (1)AWT Facilities and pumping stations,(2)a pipeline to recharge facilities,(3)a pipeline and the injection wells for the barrier and(4)Secondary Effluent Flow Equalization Tanks. The AWT Facilities consist of Microfiltration(MF), reverse osmosis(RO), Ultraviolet(UV)light disinfection,and Post Treatment using dccarbonators and lime addition. 9. "GWR Pipeline"means the pipeline constructed to convey Product Water from Fountain Valley to the Water District's spreading basins. 10. "GWRS Water'or"Product Water"means water produced by the AWT Facilities. 11. "Initial Expansion"means an expansion of the System as originally designed to provide an increase in production capacity from 70 mgd to 100 mgd,including demolition of the Water District's old laboratory facility and construction of the following major components: (1)upgrades to the System's existing screening facilities; (2)facilities to increase the capacity of the System's existing microfiltration processing; (3)facilities to increase the capacity of reverse osmosis processing,(4)facilities to increase the 19 M1/58.1 ultraviolet light processing(5)additional chemical storage and post-treatment facilities; (6)additional reverse osmosis transfer pumps;and(7)additional water and barrier pumps as part of the off-site System facilities." 12. "Ground Water Replenishment System Steering Committee'or"GW RS Steering Committee"or"Steering Committee"means the Ground Water Replenishment Steering Committee previously established under the Cooperative Agreement and continued under this Agreement. 13. "NTU"means nephelometric turbidity unit,as defined in the latest issue of Standard Methods for the Examination of Water&Wastewater as published by the American Public Health Association,the American Water Works Association and the Water Environment Federation. 14. "Newly Discovered Contaminants"is defined as contaminants found in wastewater that are or could be introduced into the Orange County Groundwater Basin through the System,that are not identified in any of the Water District's wells above any federal or state action level as of the effective date of this Agreement,and that either(1)are assigned a new drinking water action level,by federal or state regulators after the effective date of this Agreement,or(2)are newly discovered in the System's wastewater or product water through new testing methods that only become available after the effective date of this Agreement. 15. "Operational"is defined as the condition whereby the System has been installed and tested,and startup activities have been completed, such that the System is ready to process Specification Influent. Following attainment of Operational status,the System general contractor may have ancillary and noncritical construction yet to complete(e.g. landscaping, subsequent demolition). The System became Operational as of January 10, 2008. 16. "Peak Flows"shall mean wet weather flows received by the Sanitation District caused by inflow and infiltration into its system nearing its hydraulic capacity which results in the need for the Water District to accept a minimum of one hundred and four mgd of Specification Influent for reuse or discharge to the Santa Ana River. 17. "Product Water'means water produced by the AWT Facilities. I8. "Reclaimed Water'means water meeting the Reclaimed Water Standards. 19. 'Reclaimed Water Standards"means recycled water meeting the latest adopted version of the California Code of Regulations,Title 22, Division 4,Chapter 3 entitled"Water Recycling Criteria"as set forth in Section 60304 with respect to filter effluent. 20. "Specification Influent"means secondary treated sewage that does not exceed(a)an average of 5 NTU over a 30-day period; (b)an average of 10 NTU for a 24-hour period; or(c)an instantaneous turbidity of 50 NTU at any time. 21. "System"means the Groundwater Replenishment System. 20 I V 11581 22. "System Effluent Standards"means the treatment standards to permit Product Water to be discharged into Santa Ana River as set forth in the NPDES Permit for the System. 21 12017581 Exhibit B Final Expansion Projects on Sanitation District Property In order to produce 130 mgd of purified water for the GWRS Final Expansion project,OCWD will require up to 175 mgd of secondary effluent from OCSD. Currently,OCSD provides up to 135 mgd of secondary effluent to OC W D,all of it from Plant 1. The balance of secondary effluent needed for the AWTF Final Expansion will come from Plant 2. Five major construction projects on OCSD property will be necessary to make this possible: I. Plant 2 Headworks Modifications Project Currently, OCSD Plant 2 receives domestic wastewater from the coastal and central Orange County trunk lines. In addition to the domestic wastewater, Plant 2 also receives Flows from the Inland Empire Brine Line.The Inland Empire Brine Line,which is also known as the Santa Ana Regional Interceptor(SARI)pipeline,accepts brine wastes from utilities and industries in the Santa Ana Watershed. This water contains brine,concentrated waste streams, and effluent from the Stringfellow site in Riverside County and is currently not allowed to be used as source water for recycling through the AWTF by the Division of Drinking Water permit to operate GWRS. This project will modify the existing OCSD Plant 2 Headworks to dedicate the south half of the Headworks to reclaimable Flows and the north half to SARI and sidestream flows. Each half of the Headworks will be isolated from each other by the installation of automated isolation gates at key locations. A new 66-inch pipeline and Flow meter vault will be constructed to bypass the SARI and sidestream Flows around the existing metering vault and screen influent channel to a location upstream of the existing bar screens. 2. Plant Water Pump Station Replacement The Plant Water Pump Station Replacement,which is part of the Ocean Outfall System Rehabilitation Project 1-117, will relocate the existing Plant Water Pump Station,which takes its source water from the Activated Sludge treatment process and 144"SE pipe. After the Final Expansion of the GWRS,the Activated Sludge(AS) treatment process will be dedicated to the treatment of SARI and sidestream flows. Also,the 144"SE pipe will mainly contain brine from the GWRS reverse osmosis process.Therefore,the existing Plant Water Pump Station will be relocated to a location more suitable for receiving secondary effluent from the Trickling Filter-Solids Contact(TF-SC)treatment process,which will be used to treat domestic wastewater. 3. Plant 2 Effluent Pump Station Project This project will construct the Plant 2 Effluent Pump Station to send approximately 50 - 85 MGD of secondary effluent from OCSD Plant 2 TF-SE process to the GWRS facility. The preliminary pump station layout is estimated to be approximately 47-feet by 100- feet with a three duty and one standby pump configuration. The four(4)pumps will be 500 HP vertical turbine pumps. The Plant 2 Effluent Pump Station will take secondary effluent from the 120-inch TF-SE pipeline and boost this flow into a new conveyance pipeline to GWRS. 22 12017591 4. Plant 2 Flow Equalization Project A 6 MG above-grade flow equalization tank will be constructed to equalize secondary effluent being pumped from Plant 2 to Plant I. In addition,two sets of flow regulating stations will be constructed to divert secondary effluent from the Plant 2 to GWRS pipeline. The other station will be used to discharge water from the EQ tank back into the existing buried secondary effluent system. 5. 66" Interplant Pipe Rehabilitation Project OCSD owns an existing unused 66-inch gravity reinforced concrete pipeline(RCP) that connects Plant 2 to Plant 1. This pipeline was constructed prior to 1965 and is no longer in service. The pipeline alignment is approximately 3.6 miles from Plant 2 to Plant 1. OCSD has surveyed the interior of this pipeline and determined that the pipeline is no longer usable with exposed rebar and deteriorating manholes. For the conveyance of secondary effluent from Plant 2 to the GWRS facility, OCSD will allow OCWD to use the 66-inch existing pipeline and construction easement. In order to convert this aging gravity RCP into a pressure pipeline to convey the effluent pump station discharge, it will be rehabilitated with a trenchless pipe repair method. The new pipeline will be connected on the south to the Plant 2 Effluent Pump Station and to the north to the existing 90- inch OCSD Secondary Effluent Junction Box No. 6(SEJB6) influent pipeline located at Plant I. 23 12n1)Sx.l a a' Ia ^ -42"MF BWW i/24"GAD BINW Y((i��, ,� i i Ir - 96" u MFF _� OCWD — Af E AWTF is - OCSD MFF i r U SEFE Tanks p Screening ? GWRS � - and Pum I; — - Station N ' Facility -_..�� i tl°� Exhibit C2 ' Green Acres =uuuuuw Pump Station Exhibit C2 Q � i "SEFE fIII(Drain�, f- -_-- -- Logerm - SC SAR 78"FPW OCWD Boundary /Jl C�OCSD Boundary OCWD Facilities — ®Land Leased from OCSD Exhibit C-Lease of Property-Plant 1 24 12017581 I OCWD ricklin, Filter Meter Vault fr F Electrical Building e a -- 3 Stto War 3 OCWD 1105D GWRS Screening Facility CLai1 E I _ E6'Pla ater t L Legend ❑ 11CWD OC\\'D Facilih F1oN Meter � O('\\D Pi ping Vaun — — — Abandoned Piping Exhibit CI Water District Facilities on Sanitation District Property GWRS Screening Facility 25 1)o175x.1 r C � Y W Y Y a C yu O N N' N 6" Plant Water r « fir Secondary Effluent Y Y 6 G y) « « SEIBG m ae r�o zQf. a % 3 s • E �� �+ OCWD Green 3E 1B7 a Acres Project Pump Station' Legend OCWD Facility OCWD Piping •OCSD maintains all reclaimed water pipe \ within the Plant No. 1 boundary. Exhibit C2 Water District Facilities on Sanitation District Properh Green Acres Project Pump Station 26 Cursx i Exhibit D Leased Property Description ORANGE COUNTY SANITATION DISTRICT THAT PORTION OF PARCEL 2 IN THE CITY OF FOUNTAIN VALLEY, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED IN THE FINAL ORDER OF CONDEMNATION TO ORANGE COUNTY SANITATION DISTRICT NO. I RP.CORDP.D FEBRUARY 23, 1967 IN BOOK 8183, PAGE 28,OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY AND THAT PORTION OF PARCEL 4 AS DESCRIBED IN THE FINAL JUDGMENT IN CONDEMNATION TO COUNTY SANITATION DISTRICT NO. I RECORDED FEBRUARY 7, 1961 IN BOOK 5622. PAGE 146, OP OFFICIAL RECORDS, IN TITE OFFICE OF SAID COUNTY RECORDER, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THH NORTHEAST CORNER OF SAD) PARCEL 2 ALSO BEING THE NOR77TWEST CORNER OF SAID PARCEL 4; THENCE SOUTH 89s34'21" EAST 50.00 FEET ALONG THE NORTH LINE OF SAID PARCEL 4;THENCE SOUTH M'14" WEST 432.04 FEET; THENCE WEST 670.51 PP.FT TO A POINT, SAID POINT BEING ON THE EAST LINE OF TILE EASEMENT TO THE CITY OF FOUNTAIN VALLEY, 15.00 FELT IN WIDTH, RECORDED IN JULY 30, 1984 AS INSTRUMENT NO. 84-313034, OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER SAID EAST LINE BEING PARALLEL WITH AND 4001 FEET EAST OF THE CENTERLINE OF WARD STREET; THENCE. NORTH W06'27" EAST 437.04 FEET ALONG THE EAST LINE OF SAID EASEMENT TO A POINT, SAID POINT BEING ON THE NORTH LINE OF SAE)PARCEL 2; THENCE SOUTH 89034'21" EAST 620.49 FEET ALONG THE NORTH LINE OF SAID PARCEL 2 TO THE POINT OF BEGINNING. THE AREA OF THE ABOVE DESCRIBED PARCEL IS 6.69 ACRES,MORE OR LESS. ALL AS SHOWN ON EXHIBIT'B'ATTACHED HERETO AND MADE APART HEREOF. A. j 9p. 1231-M I f IJo.'lU52 OF CAt ((11 `l-ll- 02 27 12UISNJ EXHIBIT DI 9YKN Nr ASLMM 17W19mlaoN ` ONAMBF CWIIIF swum amm FARCE 1 I OF BECBWAC WILV Pl1 ! QR BIB3/7B O.R. l9v , M 1/ f NBr7/R1b 1 L K X I � •+ f 1 r L ) L. 1 . z fi L•) Il/l1f\ "T. a [; q' MEST `��: 67OS1; :: 75' 35 D LAY LINE OF OFF .t" 1 I FASflR TO l UY OF MRM VALLEY PER JE 6h313pU IAMB gS� I � W5Q'Q A 'kq�'♦L NA'7W2 �4 D �a CAL MO - 6.69 ACRES m�IF: T%iw 9-11-M CSDNNW.DWC SKET I OF I 28 1201758.1 EXHIBIT D2 ORANGE COUNTY SANITATION DISTRICT THOSE PORTIONS OF PARCEL I AND PARCEL 2 IN THE CITY OF FOUNTAIN VALLEY, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED IN THE FINAL ORDER OF CONDEMNATION TO ORANGE COUNTY SANITATION DISTRICT NO. 1 RECORDED FEBRUARY 23, 1967 IN BOOK 8183, PAGE 28, OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY TOGETHER WITH THOSE PORTIONS OF PARCEL 4 AND PARCEL 5 AS DESCRIBED IN THE FINAL JUDGEMENT IN CONDEMNATION TO COUNTY SANITATION DISTRICT NO, 1 RECORDED FEBRUARY 7, 1961 IN BOOK 5622, PAGE 146, OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL 2 ALSO BEING THE NORTHWEST CORNER OF SAID PARCEL 4; THENCE SOUTH 89034'28" EAST 50.00 FEET ALONG THE NORTH LINE OF SAID PARCEL 4; THENCE SOUTH 0006'07" WEST 432.04 FEET; THENCE SOUTH 89059'53" WEST 5.10 FEET TO A POINT, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE SOUTH 0029'00" WEST 541.62 FEET TO A POINT AT THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 50.00 FEET; THENCE SOUTHWESTERLY 78.23 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 89039'00"; THENCE NORTH 89052'00" WEST 73.50 FEET; THENCE NORTH W14'00" WEST 85.50 FEET; THENCE SOUTH 89043'00" WEST 179.20 FEET;THENCE NORTH 61045'00" WEST 31.50 FEET; THENCE NORTH 491.47 FEET; THENCE NORTH 89059'53" EAST 335.48 FEET TO THE TRUE POINT OF BEGINNING. THE AREA OF THE ABOVE DESCRIBED PARCEL IS 4.10 ACRES, MORE OR LESS. ALL AS SHOWN ON EXHIBIT D2 ATTACHED HERETO AND MADE A PART HEREOF. P ua s' o Exp.1Y131/16 v • Na 7052 dj �P l� 29 EXHIBIT D2 SKETCH TO ACCOMPANY LEGAL DESCRIPTION ORANGE COUNTY SANITATION DISTRICT I PARCDL9 o ' RNAL ORDFA OF CONDeNNIATION 40 I O.R.T503/4% I POINT OF BEGINNING NE CORNER. PCL. 2 I O.R. 8183/28 - ORANGE COUNTY WATER DI$TRICP — S89'34'28'E- N89'34'28'W _ 620.49' 50.00' u 0 169'59'53'E 670.51' 1 N89'S9'S3"E 335.48' S89'5.1031V I I / W I I _vy B / j • TRUE POINT OF BEGINNING I W a I I 5 yI I90 ' 4o' i I N61'45'00'W 31.50' S89'43'OOIY 179.20' SRO LAND Sc. N(T14'00'W A=89'39'00' �? �O A B Lf, 85.50' R=50.00' a N89'52'00'W * Esp. 12/31/16 + 73.50' No.7052 1p \r I +rf ate' I (� F p SCALE. 1' = 100' ® AREA = 4.101 ACRES 11-03-I6 AWTF2.DWG SHEET 1 OF 1 30 r �1tg t 3 19t" •_ .fix a /�f•5' ,� � "�. Pr ��y11qf,�l ' f F,. O '' /;/ ' � r,,. � . .. � � c!Sl ' • obi T R f � • A�, �R" Fy� 14 Y � CO � _ tlL[ry I s•1i K z %4 a- ` !�/4flk!, O m ll ,r +W° P1111 WOODRUFF, $PRADllN6SMART CLOSED SESSION 1 555 ANION BOULEVARD, BUTTE 1200 COSTA M.s A, CA 92626-7670 (714)556-7000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Board of Directors FROM: Bradley R. Hogin, Esq. General Counsel DATE: March 19, 2019 RE: Closed Session Items The Board of Directors desires to hold a closed session on March 27, 2019 for the purpose of conferring with its legal counsel regarding anticipated litigation. Existing facts and circumstances reflect a significant exposure to litigation against the District. The closed session will be held pursuant to the authority of California Government Code Section 54956.9(d)(2). The facts and circumstances are as follows: The District received a claim from Richard Spencer, a former employee. The claim seeks damages for alleged denial of due process. Respec 1 submitted, By: Bradley A.Hogin, G neral Counsel 1297914.1 WOODRUFF, SPRADLINe SMART CLOSED SESSION 2 555 ANION BOULEVARD, SUITE 1200 COSTA M.s A, CA 92626-7670 (714)556-7000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Board of Directors FROM: Bradley R. Hogin, Esq. General Counsel DATE: March 19, 2019 RE: Closed Session Items The Board of Directors desires to hold a closed session on March 27, 2019 for the purpose of conferring with its legal counsel regarding existing litigation to which the District is a party. The title of the case is Carlos Quiroz v. Orange County Sanitation District, et al. Orange County Superior Court, Central Justice Center, Case No. 30-2018-01014725. The closed session will be held pursuant to the authority of California Government Code Section 54956.9(d)(1). Respectfully submitted, By Bradle . Hogin, General Counsel 1394461.1 WOODRuFF� $PRADllN&SMART CLOSED SESSION 3 555 ANION BOULEVARD, SUITE 1200 COSTA M.s A, CA 92626-7670 (714)556-7000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Board of Directors FROM: Bradley R. Hogin, Esq. General Counsel DATE: March 19, 2019 RE: Closed Session Items The Board of Directors will hold a closed session on March 27, 2019 for the purpose of conferring with its labor negotiators to discuss negotiations with the International Union of Operating Engineers Local 501,the Orange County Employees Association, and the Supervisors and Professionals Group. The Agency Designated Representatives are Laura Kalty, Liebert Cassidy Whitmore,James Herberg, Lorenzo Tyner, and Celia Chandler. The closed session will be held pursuant to authority of California Government Code Section 54957.6. Respec i submitted, By: Bradley P. Hogin, G neral Counsel 1394459.1 ORANGE COUNTY SANITATION DISTRICT COMMON ACRONYMS ACWA Association of California LAFCO Local Agency Formation RWQCB Regional Water Quality Water Agencies Commission Control Board APWA American Public Works LOS Level Of Service SARFPA Santa Ana River Flood Association Protection Agency AQMD Air Quality Management MGD Million Gallons Per Day SARI Santa Ana River District Interceptor ASCE American Society of Civil MOU Memorandum of SARWQCB Santa Ana Regional Water Engineers Understanding Quality Control Board BOD Biochemical Oxygen Demand NACWA National Association of Clean SAWPA Santa Ana Watershed Water Agencies Project Authority California Air Resources National Environmental Supervisory Control And CARB Board NEPA Policy Act SCADA Data Acquisition California Association of Non-Governmental Southern California CASA Sanitation Agencies NGOs Organizations SCAP Alliance of Publicly Owned Treatment Works CCTV Closed Circuit Television NPDES National Pollutant Discharge SCAQMD South Coast Air Quality Elimination System Management District CEQA California Environmental NWRI National Water Research SOCWA South Orange County Quality Act Institute Wastewater Authority CIP Capital Improvement O&M Operations&Maintenance SRF Clean Water State Program Revolving Fund California Regional Water Orange County Council of Sewer System CRWQCe Quality Control Board OCCOG Governments SSMP Management Plan CWA Clean Water Act OCHCA Orange County Health Care SSO Sanitary Sewer Overflow Agency California Water Environment Orange County Sanitation State Water Resources CWEA Association OCSD District SWRCe Control Board EIR Environmental Impact Report OCWD Orange County Water District TDS Total Dissolved Solids EMT Executive Management Team COBS Ocean Outfall Booster Station TMDL Total Maximum Daily Load EPA US Environmental Protection OSHA Occupational Safety and 7S5 Total Suspended Solids Agency Health Administration Professional Waste Discharge FOG Fats,Oils,and Grease PCSA Consultant/Construction WDR Wastee Discharge Services Agreement gpd gallons per day PDSA Professional Design Services WEE Water Environment Agreement Federation GWRS Groundwater Replenishment POTW Publicly Owned Treatment WERE Water Environment& System Works Reuse Foundation ICS Incident Command System ppm pans per million WIFIA Water Infrastructure Finance and Innovation Act Integrated Emergency Professional Services Water Infrastructure IERP Response Plan PSA Agreement WIIN Improvements for the Nation Act JPA Joint Powers Authority REP Request For Proposal WRDA Water Resources Develo ment Act ORANGE COUNTY SANITATION DISTRICT GLOSSARY OF TERMS ACTIVATED SLUDGE PROCESS—A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen and consume dissolved nutrients in the wastewater. BENTHOS —The community of organisms, such as sea stars, worms, and shrimp, which live on, in, or near the seabed, also known as the benthic zone. BIOCHEMICAL OXYGEN DEMAND (BOD)—The amount of oxygen used when organic matter undergoes decomposition by microorganisms.Testing for BOD is done to assess the amount of organic matter in water. BIOGAS—A gas that is produced by the action of anaerobic bacteria on organic waste matter in a digester tank that can be used as a fuel. BIOSOLIDS—Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farmland or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. CAPITAL IMPROVEMENT PROGRAM (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements,additional capacity, and projects for the support facilities. COLIFORM BACTERIA—A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere,used as indicators of sewage pollution. E.coli are the most common bacteria in wastewater. COLLECTIONS SYSTEM — In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. CERTIFICATE OF PARTICIPATION (COP)—A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. CONTAMINANTS OF POTENTIAL CONCERN (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. DILUTION TO THRESHOLD (Dfr)—The dilution at which the majority of people detect the odor becomes the D/T for that air sample. GREENHOUSE GASES (GHG)— In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming("greenhouse stil . GROUNDWATER REPLENISHMENT SYSTEM(GWRS)—Ajoint water reclamation project that proactively responds to Southern California's current and future water needs.This joint project between the Orange County Water District and the Orange County Sanitation District provides 70 million gallons per day of drinking quality water to replenish the local groundwater supply. LEVEL OF SERVICE(LOS)—Goals to support environmental and public expectations for performance. N-NITROSODIMETHYLAMINE (NDMA) — A N-nitrosamine suspected cancer causing agent. It has been found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. NATIONAL BIOSOLIDS PARTNERSHIP (NBP)—An alliance of the National Association of Clean Water Agencies and Water Environment Federation, with advisory support from the US Environmental Protection Agency. NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. PLUME—A visible or measurable concentration of discharge from a stationary source or fixed facility. PUBLICLY OWNED TREATMENT WORKS(POTW)—A municipal wastewater treatment plant. SANTA ANA RIVER INTERCEPTOR(SARI) LINE—A regional brine line designed to convey 30 million gallons per day of non- reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal,after treatment. SANITARY SEWER— Separate sewer systems specifically for the carrying of domestic and industrial wastewater. Combined sewers carry both wastewater and urban runoff. SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT (SCAQMD)—Regional regulatory agency that develops plans and regulations designed to achieve public health standards by reducing emissions from business and industry. SECONDARY TREATMENT— Biological wastewater treatment, particularly the activated sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater. SLUDGE—Untreated solid material created by the treatment of wastewater. TOTAL SUSPENDED SOLIDS(TSS)—The amount of solids floating and in suspension in wastewater. TRICKLING FILTER—A biological secondary treatment process in which bacteria and other microorganisms,growing as slime on the surface of rocks or plastic media,consume nutrients in wastewater as it trickles over them. URBAN RUNOFF—Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and oceans. WASTEWATER—Any water that enters the sanitary sewer. WATERSHED—A land area from which water drains to a particular water body.The Orange County Sanitation District's service area is in the Santa Ana River Watershed.