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 Any items withdrawn from the Consent Calendar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
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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
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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
02/15/2019 89238BAB8 INTEREST EARNED ON TOYOTA AUTO 2.100%10/15/20$1 PV ON 6285.5500 0.0000 0.000000 6,285.55 0.00 0.00
SHARES DUE 2115/2019$0.001751PV ON 3,591,742.35 PV DUE V15119
02/15/2019 912828WW6 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 1A25% 7131119 0.0000 0.000000 -3,366.71 0.00 0.00
02I15/2019 36962G7MO RECEIVED ACCRUED INTEREST ON SALE OF GENERAL ELEC CA MTN 2200% 0.0000 0.000000 11,000.00 0.00 0.00
009no
02/19/2019 313OA7CV5 INTEREST EARNED ON F H L B DEB 1.375% V18/21 $1 PV ON 5365000,0000 0.0000 0.000000 36,884.38 0.00 0.00
SHARES DUE V1812019
02/19/2019 3139EAEL9 INTEREST EARNED ON F H L M C M T N 2.375% V16P21 $1 PV ON 7500000.0000 0.0000 0.000000 89,062.50 0.00 0.00
SHARES DUE 2/1612019
02/19/2019 43814RAC0 INTEREST EARNED ON HONDA AUTO 1.210%12/18I20$1 PV ON 1742.3200 0.0000 0.000000 1,742.32 0.00 0.00
SHARES DUE 2/1812019$0.001011PV ON 1,727,923.13 PV DUE V18I19
02/19/2019 43814PAB6 INTEREST EARNED ON HONDA AUTO 1.570% 1/21Y20$1 WON 282.3100 0.0000 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
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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.
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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,
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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
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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.
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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.
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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
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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.
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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.
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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.
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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.
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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.
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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.
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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#.
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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.
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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
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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.
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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.
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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.
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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.
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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.
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• 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.
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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.
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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.
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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.
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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
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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
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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."
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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
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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
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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
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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
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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
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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.
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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.
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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
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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
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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
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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
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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.
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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
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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
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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
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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.
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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.
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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
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Headworks is Single Point of Entry for Wastewater
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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
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Completion Level 0% 10-20%
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PROJECT NO. P1.105
Nendworke Rehabilitation at Plant No.1
SPECIFICATIONS
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PROJECT NO. PI.105 - -
H..d.*s Rehabilitation M Plant No.1 •-'-"'
SPECIFICATIONS
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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
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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
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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
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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,
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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
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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.
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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.
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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.
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Water District Facilities on Sanitation District Property
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Exhibit C2
Water District Facilities on Sanitation District Property
Green Acres Project Pump Station
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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
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Exhibit E
Lease of Property — Plant 2
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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
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r C
� Y
W
Y Y
a C
yu O
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N
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r « fir Secondary Effluent
Y Y
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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
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EXHIBIT DI
9YKN Nr ASLMM 17W19mlaoN
` ONAMBF CWIIIF swum amm
FARCE 1 I OF BECBWAC
WILV Pl1 !
QR BIB3/7B
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1
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35
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1 I FASflR TO l UY OF MRM
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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
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yI
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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
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SCALE. 1' = 100'
® AREA = 4.101 ACRES
11-03-I6 AWTF2.DWG SHEET 1 OF 1
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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.