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HomeMy WebLinkAbout04-22-2015 Board Meeting Agenda Packet Orange County Sanitation District Wednesday, April 22, 2015 Regular Meeting of the 6:00 P.M. Board of Directors Board Room it 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 AGENDA INVOCATION AND PLEDGE OF ALLEGIANCE: (Steve Nagel, City of Fountain Valley) DECLARATION OF QUORUM: ROLL CALL: PUBLIC COMMENTS: If you wish to speak, please complete a Speaker's Form (located at the table outside of the Board Room) and give it to the Clerk of the Board. Speakers are requested to limit comments to three minutes. SPECIAL PRESENTATIONS: • Employee Service Awards • Public Service Announcement Video Contest REPORTS: The Chair and the General Manager may present verbal reports on miscellaneous matters of general 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 Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1. Approve minutes for the Regular Board Meeting held on March 25, 2015. 2. Approve reallocation of FY 2014-15 insurance benefits budget funds by vendor rather than individual line item and as follows to align with actual costs. Total program costs will remain within the approved budget of$11,133,080. A. Employee Benefit Specialists (medical, dental, and vision plans; Employee Assistance Program) - Not to Exceed $10,492,580 0412VI5 OCSD Board of Directors Agenda Page 1 of 7 B. Prudential (basic life, long-term disability, short-term disability) — Not to Exceed $610,000 C. The Standard (EMT & Manager disability) - Not to Exceed $30,500 3. A. Receive and file bid tabulation and recommendation for Plant 1 Potable Water System Improvements, Project No. FE09-04; B. Award a construction contract to ODC Engineering and Technology, Project No. FE09-04, for a total amount not to exceed $168,500; and C. Approve a contingency of$25,275 (15%). 4. Authorize the General Manager to negotiate a license agreement with Air Products and Chemicals, Inc. for the operation of a Hydrogen Dispensing Station at Plant 1 in a form recommended by General Counsel. 5. A. Receive and file bid tabulation and recommendation; B. Award a construction contract to Environmental Construction, Inc. for Trunk Line Odor Control Improvements, Project No. 131-123, for a total amount not to exceed $5,344,626; and C. Approve a contingency of$534,463 (10%). OPERATIONS COMMITTEE: 6. Approve minutes of the April 1, 2015 meeting of the Operations Committee. 7. Approve Change Order No. 4 to Purchase Order 104251-OB to US Peroxide, for the Purchase of hydrogen peroxide, Specification No. C-2011-480, authorizing a unit price increase from $1.867 per gallon to $1.923 per gallon delivered, plus applicable sales tax, for the period July 1, 2015 through June 30, 2016, at a cost not to exceed $1,100,000. 8. A. Approve a Site Access and License agreement with Pacific Quality Partners, to allow mobilization of a chemical dosing station and injection of chemicals at 1355 West Imperial Highway in the city of Brea, for a term of 36 months, at a total cost of $2,280 per month for the first 12 months, in a form approved by General Counsel; and B. Approve the General Manager, or his designee, to negotiate future monthly license fees, after one year, up to three percent price escalation per year, beginning July 1, 2016 and annually therafter. 04/2VI5 OCSD Boats of Directors Agenda Page 2 of 9. A. Approve a Professional Consultant Services Agreement with Carollo Engineers, Inc. to provide construction support services for Trunk Line Odor Control Improvements, Project No. P1-123, for an amount not to exceed $529,970; and B. Approve a contingency of$52,997 (10%). 10. A. Approve a budget increase of$450,000, increasing the total amount not to exceed $3,250,000; B. Approve a Professional Services Agreement with CDM Smith, Inc., to provide Engineering Services for Effluent Reuse Study, Project No. SP- 173, for an amount not to exceed $2,008,510; C. Approve a contingency of$200,850 (10%); and, D. Authorize staff to negotiate a cost-sharing agreement with the Orange County Water District for future Board approval. 11. A. Approve a Professional Design Services Agreement with AECOM to provide engineering design services for the South Perimeter Security & Storm Water Improvements at Plant No. 1, Project No. P1-125, for an amount not to exceed $567,003; and B. Approve a contingency of$56,700 (10%). ADMINISTRATION COMMITTEE: 12. Approve minutes of the April 8, 2015 meeting of the Administration Committee. STEERING COMMITTEE: 13. A. Approve minutes of the Regular Steering Committee Meeting held on March 25, 2015. B. Approve minutes of the Special Steering Committee Meeting held on March 27, 2015. C. Approve minutes of the Special Steering Committee Meeting held on April 10, 2015. 14. Approve and authorize the execution of the amended compensation agreement with the City of Garden Grove and other taxing entities within the meaning of Health and Safety Code Section 34180(f), as required by the California Department of Finance. 04/2VI5 OCSD Board of Directors Agenda Page 3 of 7 15. Approve first amendment to Agreement with East Orange County Water District (EOCWD), relating to the proposed transfer of ownership of local sewers in Service Area 7, and the appropriate reserve balances. LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE: 16. Approve minutes of the April 13, 2015 meeting of the Legislative and Public Affairs Committee. NON-CONSENT: 17. A. Motion to read Ordinance No. OCSD47 by title only and waive reading of said entire Ordinance; and B. Adopt Ordinance No. OCSD47, entitled "An Ordinance of the Board of Directors of the Orange County Sanitation District, Establishing Requirements and Procedures for the Purchase of Goods, Services, and Public Works Projects; and Repealing Ordinance No. OCSD-44," and C. Direct the Clerk of the Board to publish summaries of the Ordinance as required by law. 18. A. Adopt Resolution No. OCSD 15-10, entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District approving the Memorandum of Understanding between the Orange County Sanitation District and the International Union of Operating Engineers, Local 501 (Local 501), for Fiscal Years 2014/2015 & 2015/2016" and B. Direct staff to finalize and sign the Memorandum of Understanding (MOU) between Orange County Sanitation District and the Local 501 bargaining unit. AB 1234 REPORTS: INFORMATION ITEMS: None. 04i2215 OCSD Board of Directors Agenda Page 4 of 7 CLOSED SESSION: During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chair may convene the Board in closed session to consider matters of pending real estate negotiations, pending or potential litigation, or personnel 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 as the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. Convene in closed session. (1) CONFER WITH LABOR NEGOTIATORS (Government Code Section 54957.6) Agency Designated Representatives: James Herberg, Robert Ghirelli, and Richard Spencer. Employee Organizations: 3 • International Union of Operating Engineers, Local 501; Orange County Employees Association; and the Supervisors and Professionals Group (2) CONFERENCE WITH LEGAL COUNSEL RE ANTICIPATED LITIGATION (Government Code section 54956.9(d)(2)) Significant exposure to litigation pursuant to paragraph (2) of subsection (d) of Government Code section 54956.9. Number of Potential Cases: 9 Claims for Damage or Injury from: Southern California Edison, Rush N. Hill II, Leslie Smith, Best Tailoring, 3Thirty3, Ron and Colleen Bone, Evelyn R. Hart, Cue Hair Spa, and Jack Suddarth. (3) CONFERENCE WITH LEGAL COUNSEL RE ANTICPATED LITIGATION (Government Code Section 54956.9(d)(4)) Initiation of Litigation pursuant to paragraph (4) of subdivision (d) of Section 54956.9 Number of Potential Cases: 1 Recovery of sales tax paid to the State Board of Equalization on the purchase of chemicals used to treat wastewater. 04/22115 OCSD Board of Directors Agenda Page 5 of 7 (4) CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION (Government Code Section 54956.9(d)(1)) Number of Potential Cases: 2 Alex Shaaban v. Orange County Sanitation District, Orange County Superior Court, Case No. 30-2014-00714555 Kelly Ross v. Orange County Sanitation District, Orange County Superior Court, Case No. 30-2014-00714553 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 Board meeting until the next Regular Board Meeting on May 27, 2015, at 6:00 p.m. 04/22/15 OCSD Board of Directors Agenda Page 6 of 7 Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714)593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2,this agenda has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley, California, not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board. NOTICE TO DIRECTORS: To place items on the agenda for a Committee or Board Meeting, items must be submitted to the Clerk of the Board 14 days before the meeting. Kelly A. Lore Clerk of the Board (714)593-7433 klore0ocsd.com For any questions on the agenda,Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherbem(a)ocsd.com Assistant General Manager Bob Ghirelli (714)593-7400 rghirelli(olocsd.com Director of Engineering Rob Thompson (714)593-7310 rthomosonaocsd.com Director of Facility Support Services Nick Amenities (714)593-7210 narhontes(Wocsd.com Director of Finance and Lorenzo Tyner (714)593-7550 Itvnerrglocsd.com Administrative Services Director of Operations&Maintenance Ed Torres 714 593-7080 etomes ocsd.com 04/22/15 OCSD Board of Directors Agenda Page 7 of 7 ITEM NO. 1 Orange County Sanitation District MINUTES BOARD MEETING March 25, 2015 SANITgTjQy c ? z c+ o � 90r � �J ��?• Administration Building 10844 Ellis Avenue Fountain Valley, California 92708-7018 0 312 512 01 5 Minutes of Board Meeting Page 1 of 11 ROLL CALL A regular meeting of the Board of Directors of the Orange County Sanitation District was held on March 25, 2015, at 6:01 p.m., in the Administration Building. Boy Scout Troop 591 delivered the invocation and led the Pledge of Allegiance. The Acting Clerk of the Board declared a quorum present as follows: ACTIVE DIRECTORS ALTERNATE DIRECTORS X Tom Beamish, Chair Rose Espinoza X John Nielsen, Vice-Chair Allan Bernstein X Lisa Bartlett Michelle Steel X Sal Tinajero David Benavides X Steven Choi Lynn Schott X Keith Curry Scott Peotter Ellery Deaton X Sandra Massa-Lavitt Tyler Diep X Joy Neugebauer X James M. Ferryman Bob Ooten X Steven Jones Kris Beard X Jim Katapodis Erik Peterson X Robert Kiley Michael Beverage X Peter Kim Michele Steggell X Lucille Kring Jordan Brandman X Greg Mills Robert Collaoott X Richard Murphy Shelley Hasselbrink X Steve Nagel Michael Vo X Glenn Parker Cecilia Hupp X Gregory Sebourn Doug Chaffee X David Shawver Carol Warren X Fred Smith Steve Berry X Teresa Smith Mark Murphy X Chad Wanke Constance Underhill X John Withers Douglas Reinhart X Mariellen Yarc Stacy Berry 1. MOVED, SECONDED, AND DULY CARRIED TO: Receive and file Minute Excerpts of member agencies relating to appointments to the Orange County Sanitation District Board, as follows: City/Agencv Active Director Alternate Director Santa Ana Sal Tinajero David Benavides GV2512015 Minutes of Board Meeting Page 2 of 11 AYES: Bartlett; Beamish; Choi; Curry; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Massa-Lavitt (Alternate) Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: None STAFF MEMBERS PRESENT: Jim Herberg, General Manager; Bob Ghirelli, Assistant General Manager; Rob Thompson, Director of Engineering; Lorenzo Tyner, Director of Finance & Administrative Services; Ed Torres, Director of Operations & Maintenance; Nick Arhontes, Director of Facility Support Services; Kelly Lore, Acting Clerk of the Board; Jennifer Cabral; Norbert Gaia; Al Garcia; Javitta Malone; Rich Spencer and Paula Zeller. OTHERS PRESENT: Brad Hogin (General Counsel); Robert Ooten (Alternate Director, CMSD) and Huntington Beach Boy Scout Troop 591. PUBLIC COMMENTS: None. SPECIAL PRESENTATIONS: Director of Operations and Maintenance, Ed Torres presented Maintenance Supervisor, Alan Ralph (Division 850) a service award for 25 years of service. Director Choi arrived at 6:06 p.m. REPORTS: Chair Beamish reported that on March 17, Director Curry and Director Kiley had taken a tour on the Nerissa. Both Directors commented how educational the tour was and encouraged everyone to participate in the future. Chair Beamish also announced that OCSD will be offering board members, mandatory AB 1825 Sexual Harassment Training on May 7. The Clerk of the Board will send out further information. Director Bartlett arrived at 6:08 p.m. 03/25/2015 Minutes of Board Meeting Page 3 of 11 Director Katapodis and Director Yarc arrived at 6:10 p.m. Chair Beamish reported that he, Vice-Chair Nielsen, General Manager Herberg, and Public Affairs Specialist Rebecca Long attended Washington D.C. Lobby Days on March 17-19 where they met with various congressional staff to discuss district-wide priorities including four main issues; the water recycling feasibility study, WaterSmart Grant, Relocation of Rip Rap, and Municipal bond tax exempt status. Vice Chair Nielsen also reported that while in Washington, they attended a reception with the Subcommittee on Water Resources and Environment where they discussed the Clean Water Act and various water resource programs with Chairman Gibbs and the committee. He stated that the District has a fine national and international reputation, and he felt t was a very productive, worthwhile trip. Chair Beamish further stated that they invited everyone the met with to attend a ribbon cutting ceremony tentatively scheduled for late May, at Orange County Water District for the expansion of the Groundwater Replenishment System. Director Jones arrived at 6:13 p.m. General Manager Jim Herberg reported on highlights from his Monthly report including: Governance Finance Officers Award; 2014 Outstanding Wastewater Treatment Project in State of California; OCEC Outstanding Engineer of Merit (Mike Lahlou); Cessation of Disinfection effective March 17; Budget processes; WEROC Survey of Local Waterwater system capabilities in major power outage; Hydrogen fueling station agreement; Class and compensation study to be completed by 12/31/15 and medical reopener with bargaining units. CONSENT CALENDAR: 2. MOVED, SECONDED, AND DULY CARRIED TO: A. Approve minutes for the Regular Board Meeting held on February 25, 2015; and B. Approve minutes for the Special Board Meeting held on March 12, 2015. AYES: Bartlett; Beamish; Choi; Curry; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Massa-Lavitt (Alternate) Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: None 03/25/2015 Minutes of Board Meeting Page 4 of 11 3. Approve the Employee Lending Agreement between Orange County Sanitation District and Costa Mesa Sanitary District to contract an Alternate District Engineer on an as-needed basis from March 25, 2015 through March 26, 2016, with an option to renew for a subsequent 12 months, as a workforce development opportunity. AYES: Bartlett; Beamish; Choi; Curry; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Massa-Lavitt (Alternate) Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; Wanks; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: None OPERATIONS COMMITTEE: 4. Approve minutes of the March 4, 2015 meeting of the Operations Committee. AYES: Bartlett; Beamish; Choi; Curry; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Massa-Lavitt (Alternate) Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; Wanks; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: None 5. Approve a budget increase of $2,800,000 for a total project budget of $25,873,000 for the Gisler-Redhill System Improvements, Reach B, Contract No. 7-37. AYES: Bartlett; Beamish; Choi; Curry; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Massa-Lavitt (Alternate) Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; Wanke; Withers; and Yarc NOES: None GV2512015 Minutes of Board Meeting Page 5 of 11 ABSTENTIONS: None ABSENT: None ADMINISTRATION COMMITTEE: 6. Approve minutes of the March 11, 2015 meeting of the Administration Committee. AYES: Bartlett; Beamish; Choi; Curry; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Massa-Lavitt (Alternate) Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: None 7. Approve the Senior Human Resources Analyst Lending Agreement between Orange County Sanitation District (OCSD) and Costa Mesa Sanitary District (CMSD), to contract an OCSD Senior Human Resources Analyst as the Interim Human Resources Manager from March 21, 2015 through June 30, 2015, as a workforce development opportunity. AYES: Bartlett; Beamish; Choi; Curry; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Massa-Lavitt (Alternate) Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: None GV2512015 Minutes of Board Meeting Page 6 of 11 STEERING COMMITTEE: The Acting Clerk notified the Board of a correction to the minutes to reflect the correct dates. 8. A. Approve minutes for the Special Steering Committee Meeting held on Marsh-25, 2015 February 25, 2015; and B. Approve minutes for the Regular Steering Committee Meeting held on Marsh 25, 2015 February 25, 2015. AYES: Bartlett; Beamish; Choi; Curry; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Massa-Lavitt (Alternate) Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; Wanks; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: None 9. A. Adopt Resolution No. OCSD 15-08, entitled "A Resolution of the Board of Directors of the Orange County Sanitation District approving and authorizing the application for the WaterSmart Title XVI Water Reclamation and Reuse Feasibility Studies Program Grant Funds and the Execution of Grant Documents with the United Stated Department of the Interior, Bureau of Reclamation," and B. Authorizing financial and legal commitment of funding agreement and related documents for funding under the U.S. Bureau of Reclamation, Water 2025, and directing staff to apply for a grant up to $450,000 for the Effluent Reuse Study, Project No. SP-173. AYES: Bartlett; Beamish; Choi; Curry; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Massa-Lavitt (Alternate) Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; Wanks; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: None 03/25/2015 Minutes of Board Meeting Page 7 of 11 LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE: 10. Receive and file the minutes of the March 9, 2015 meeting of the Legislative and Public Affairs Committee. AYES: Bartlett; Beamish; Choi; Curry; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Massa-Lavitt (Alternate) Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Sebourm Shawver; F. Smith; T. Smith; Tinajero; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: None 11. Receive and file the Public Affairs 2015/2016 Strategic Plan. AYES: Bartlett; Beamish; Choi; Curry; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Massa-Lavitt (Alternate) Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: None NON-CONSENT: Rob Thompson provided a brief report regarding the proposed project. Director Withers left the room at 6:20 p.m. 12. A. Consider, receive, and file the Initial Study/Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program for the Yorba Linda Pump Station Abandonment, Project No. 2-73, prepared by Jacobs Engineering Group; and B. Adopt Resolution No. OCSD 15-09, entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District adopting the Mitigated Negative Declaration for the Yorba Linda Pump Station Abandonment, GV2512015 Minutes of Board Meeting Page 8 of 11 Project No. 2-73; and adopting a Mitigation Monitoring and Reporting Program; and approving the Yorba Linda Pump Station Abandonment, Project No. 2-73." AYES: Bartlett; Beamish; Choi; Curry; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Massa-Lavitt (Alternate) Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; Wanke; and Yarc NOES: None ABSTENTIONS: None ABSENT: Withers 13. A. Introduce Ordinance No. OCSD-47, entitled "An Ordinance of the Board of Directors of the Orange County Sanitation District, Establishing Requirements and Procedures for the Purchase of Goods, Services, and Public Works Projects; and Repealing Ordinance No. OCSD-44," and B. Motion to read Ordinance No. OCSD-47 by title only and waive reading of said entire Ordinance; and C. Set April 22, 2015, as the date for the second reading and adoption of Ordinance No. OCSD-47; and D. Direct the Clerk of the Board to publish summaries of the Ordinance as required by law. AYES: Bartlett; Beamish; Choi; Curry; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Massa-Lavitt (Alternate) Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; Wanke; and Yarc NOES: None ABSTENTIONS: None ABSENT: Withers The Acting Clerk of the Board read the title of Ordinance OCSD-47 aloud. Director Withers returned to the meeting at 6:25 p.m. GV2512015 Minutes of Board Meeting Page 9 of 11 AB1234 REPORTS: Director Ferryman reported on the following from the respective committees he is a member of: • Santa Ana River Flood Control tour of the Seven Oaks Dam • Borders Committee, $98 million Draft bicycle and pedestrian assessment study - Phase I and Efficient Border Control were discussed. • NWRI meeting last week, surface water augmentation and water reuse were discussed and several upcoming dates were provided. Vice Chair Nielsen also announced that his Washington D.C. trip was reported earlier. INFORMATION ITEMS: None. CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS: 54956.9(d)(1); 54956.9(d)(2) and 54956.9(d)(4) The Board convened in closed session at 6:30 p.m. to discuss three items. Confidential minutes of the Closed Session have been prepared in accordance with the above Government Code Sections and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Meetings. RECONVENED IN REGULAR SESSION: The Board reconvened in regular session at 6:35 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Brad Hogin announced that the Board of Directors unanimously approved in closed session the Compromise and Release Settlement Agreement with Darrell Ennis in the amount of$100,000 for injuries related to his right knee, right hand, right wrist, low back pain, and psyche. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Director Withers suggested that OCSD provide some type of news story or celebratory event regarding the Cessation of Disinfection. 03/25/2015 Minutes of Board Meeting Page 10 of 11 Chair Beamish reiterated the starting times for Committee and Board meetings at the request of Director Theresa Smith. ADJOURNMENT: Chair Beamish adjourned the meeting at 6:36 p.m. until the Regular Board Meeting on April 22, 2015 at 6:00 p.m. Kelly A. Lore Clerk of the Board GV2512015 Minutes of Board Meeting Page 11 of 11 BOARD OF DIRECTORS Meath,Dale TOBd 0/1DI,. 04/22/15 oa/z2/1s AGENDA REPORT Item Number Item Numbe 2 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Robert P. Ghirelli, Assistant General Manager SUBJECT: 2014-15 BENEFITS PROGRAM — FUND REALLOCATION GENERAL MANAGER'S RECOMMENDATION Approve reallocation of FY 2014-15 insurance benefits budget funds by vendor rather than individual line item and as follows to align with actual costs. Total program costs will remain within the approved budget of$11,133,080. A. Employee Benefit Specialists (medical, dental, and vision plans; Employee Assistance Program) - Not to Exceed $10,492,580 B. Prudential (basic life, long-term disability, short-term disability) — Not to Exceed $610,000 C. The Standard (EMT & Manager disability) - Not to Exceed $30,500 SUMMARY The Orange County Sanitation District (OCSD) provides healthcare and welfare insurance benefits as a provision contained in its Memoranda of Understanding (MOUs) and Board-approved policies. Insurance benefits costs are estimated during annual budget planning. PRIOR COMMITTEE/BOARD ACTIONS June 2014 — The Board of Directors unanimously adopted the proposed budget for FY 2014-15. July and August 2014 - The Board of Directors approved the FY 2014-15 not-to-exceed amounts for healthcare and welfare insurance benefits. ADDITIONAL INFORMATION OCSD's insurance benefit renewals for FY 2014-15 were approved by the Board for the following amounts, for a total of$11,133,080: A. Medical Insurance— Not to Exceed $9,623,361 B. Dental Insurance— Not to Exceed $884,195 C. Vision Insurance— Not to Exceed $92,867 D. Basic Life Insurance — Not to Exceed $65,331 E. Long-Term Disability Insurance — Not to Exceed $285,479 F. Short-Term Disability Insurance — Not to Exceed $141,360 G. Employee Assistance Program — Not to Exceed $11,026 H. Executive & Manager Disability— Not to Exceed $29,461 Page 1 d 2 Annual renewal quotes are estimates from OCSD's benefits insurance broker, Alliant Insurance Services, based on prior year enrollments and negotiated plan pricing. However, actual costs incurred each fiscal year differ from the quotes as they are based on actual employee numbers and plan selection. While the budgeted amount is sufficient to cover the FY 2014-15 insurance benefits expenses in total, its approved allocation did not provide flexibility to adjust by line item. FY 2014-15 costs for Executive & Manager Disability and Basic Life Insurance will exceed the approved amounts, while other line items will not deplete the amounts allocated. The requested fund reallocation will ensure that OCSD is able to cover the actual expenses incurred within the total approved budget for FY 2014-15 insurance benefits. CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE The funds for these insurance benefits were included in the OCSD Operating Budget for FY 2014-15. Page 2 of 2 BOARD OF DIRECTORS Meeting Date TOBA.of Dir. — o4/zz is AGENDA REPORT Itemrvumber Item Numbe B Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: PLANT 1 POTABLE WATER SYSTEM IMPROVEMENTS, PROJECT NO. FE09-04 GENERAL MANAGER'S RECOMMENDATION A. Receive and file bid tabulation and recommendation for Plant 1 Potable Water System Improvements, Project No. FE09-04; B. Award a construction contract to CDC Engineering and Technology, Project No. FE09-04, for a total amount not to exceed $168,500; and C. Approve a contingency of$25,275 (15%). SUMMARY The project will resolve the operational and fire flow limitations (inadequate flow and pressure) at various Plant 1 locations. The work includes: • Replacing 3-inch pipe that supplies the small and large air breaker tanks located inside the City Water Pump Station, with 4-inch pipe and valves. • Installing 10-inch pipe from existing 10-inch potable water line in Tunnel 1 to the 10-inch potable water line outside the tunnel, with 10-inch isolation valve. • Installing 4-inch pipe from the 10-inch near potable water pump station to the 3-inch pipe near waste hauler. • Installing 6-inch pipe from an existing valve vault to an existing fire hydrant, with a 6-inch valve. • Installing 4-inch pipe from Steve Anderson Lift Station to the northeast corner of the Administration Building parking lot. • Replacing intake piping at P1 City Water Pump Station. The Orange County Sanitation District (Sanitation District) advertised for bids on February 4, 2015. Seven sealed bids were received on March 18, 2015. The bids were evaluated in accordance with the Sanitation District's policies and procedures. Page 1 of 2 Staff recommends awarding a construction contract to the lowest responsive and responsible bidder, ODC Engineering and Technology, for P1 Potable Water System Improvements, Project No. FE09-04 Summary information on the bid opening for P1 Potable Water System Improvements, Project No. FE09-04, is as follows: Project Budget $825,000 Construction Contract Budget $364,528 Engineer's Estimate $183,000 Bidder Amount of Bid ODC Engineering and Technology $168,500 Carbon Activated Corporation $169,200 Cora Constructors, Inc. $190,000 O'Connell Engineering and Construction $197,200 Pyramid Building & Engineering $242,500 Tharsos, Inc. $263,889 Fleming Environmental, Inc. $411,368 PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A CEQA A Notice of Exemption was filed and recorded with the County of Orange on July 2, 2014. BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (Line item: FY2014-15 and FY2015-16, Section 8, Page 119). Project contingency funds will not be used for this construction contract. ATTACHMENT The following attachment(s) maybe viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: • Construction Contract RB:dm:gc Page 2 of 2 PART A CONTRACT AGREEMENT C-CA-021414 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....................................................................................22 SECTION -20 ASSIGNMENT.................................................................................23 SECTION -21 RESOLUTION OF DISPUTES ........................................................23 SECTION -22 SAFETY& HEALTH ........................................................................23 SECTION -23 NOTICES.........................................................................................24 C-CA-021414 CONTRACT AGREEMENT ORANGE COUNTY SANITATION DISTRICT PROJECT NO. FE09.04 PI POTABLE WATER SYSTEM IMPROVEMENTS THIS AGREEMENT is made and entered into, to be effective, this April 22, 2015, by and between CDC Engineering &Technology, 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-021414 PROJECT NO. FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 1 of 25 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 H. 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 C-CA-021414 CONFORMED PROJECT NO. FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 2 of 25 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. 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. CONFORMED C-CA-021414 PROJECT NO. FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 3 of 25 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 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: PROJECT NO. FE09-04 P'I POTABLE WATER SYSTEM IMPROVEMENTS C-CA-021414 CONFORMED PROJECT NO. FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 4 of 25 SECTION-4 PLANS AND SPECIFICATONS The Work to be done is shown in a set of Plans and Specifications entitled: PROJECT NO. FE09.04 P1 POTABLE WATER SYSTEM IMPROVEMENTS 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 15 calendar 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 365 calendar days from the 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 5 calendar 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-021414 PROJECT NO. FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 5 of 25 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 Project 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 Project by the number of days, if any, reasonably required for CONTRACTOR to perform the Extra Work, as determined by OCSD's ENGINEER. The decision of the ENGINEER shall be final. C-CA-021414 CONFORMED PROJECT NO. FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 6 of 25 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 Document, 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 and Incentives." 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 One Hundred Sixty-Eight Thousand Five Hundred Dollars ($168,500)as itemized on the Attached Exhibit W'. Upon satisfaction of the conditions precedent to payment set forth in the General Requirements, Additional General Requirements and General Conditions (including but CONFORMED C-CA-021414 PROJECT NO. FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 7 of 25 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 job a schedule which shows: 1. A minimum of one payment to be made to the CONTRACTOR for each successive four(4)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 OCSD's ENGINEER. The processing of payments shall not be considered as an acceptance of any part of the Work. C-CA-021414 CONFORMED PROJECT NO. FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 8 of 25 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 at seq., the CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." CONFORMED C-CA-021414 PROJECT NO. FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 9 of 25 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 C-CA-021414 CONFORMED PROJECT NO. FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 10 of 25 the same are on file in the Office of the ENGINEER of OCSD. The CONTRACTOR agrees that not less than said prevailing rates shall be paid to workers employed on this public works 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 Hundred 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 him 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 CONFORMED C-CA-021414 PROJECT NO. FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 11 of 25 CONTRACTOR or any Subcontractor for each calendar day during which any worker is required or permitted to labor more than eight(8) hours in any one calendar day and forty (40) hours in any one week in violation of said Article. CONTRACTOR shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by CONTRACTOR in connection with the Project. F. Record of Waoes: 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. 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 C-CA-021414 CONFORMED PROJECT NO. FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 12 of 25 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 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 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 CONFORMED C-CA-021414 PROJECT NO. FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 13 of 25 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 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 oremises/worksite without Dossessing the required 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 C-CA-021414 CONFORMED PROJECT NO. FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 14 of 25 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: Two Million Dollars ($2,000,000) per occurrence and a general aggregate limit of Two Million Dollars ($2,000,000)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 Two Million Dollars ($2,000,000) per occurrence and a general aggregate limit of Two Million Dollars ($2,000,000)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 CONFORMED C-CA-021414 PROJECT NO. FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 15 of 25 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. 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 One Million Dollars ($1,000,000) and a general aggregate limit of One Million Dollars ($1,000,000)for bodily injury, personal injury and property damage; Or alternatively, (2) One Million Dollars ($1,000,000) 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. C-CA-021414 CONFORMED PROJECT NO. FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 16 of 25 4. Worker's Compensation/Emolover'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. 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. CONFORMED C-CA-021414 PROJECT NO. FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 17 of 25 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 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 party, 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 C-CA-021414 CONFORMED PROJECT NO. FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 18 of 25 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 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 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 CONFORMED C-CA-021414 PROJECT NO. FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 19 of 25 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 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-S (7/97) C-CA-021414 CONFORMED PROJECT NO. FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 20 of 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 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 CONFORMED C-CA-021414 PROJECT NO. FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 21 of 25 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. 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 C-CA-021414 CONFORMED PROJECT NO. FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 22 of 25 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 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. CONFORMED C-CA-021414 PROJECT NO. FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 23 of 25 SECTION-23 NOTICES Any notice required or permitted under this Contract may be given by ordinary mail at the address set forth below. Any party 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: CDC Engineering &Technology 5675 Walnut Ridge Drive Agoura, CA 91301 Copy to: Oved Dagan, President CDC Engineering &Technology 5675 Walnut Ridge Drive Agoura, CA 91301 C-CA-021414 CONFORMED PROJECT NO. FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 24 of 25 IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the date first hereinabove written. CONTRACTOR: CDC Engineering &Technology 5675 Walnut Ridge Drive Agoura, CA 91301 By Printed Name Its CONTRACTOR's State License No. 822239 (Expiration Date—07/3112015) OCSD: Orange County Sanitation District By Chair, Operations Committee By Clerk of the Board By Contracts, Purchasing and Materials Management Division Manager CONFORMED C-CA-021414 PROJECT NO. FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 25 of 25 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.....6 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 PROGRESS PAYMENTS Progress payments will be made in accordance with all applicable terms and conditions of the Contract Documents, including, but not limited to: 1. Contract Agreement—Section 11 —"Contract Price and Method of Payment;" 2. General Conditions—"Payment—General"; 3. General Conditions—"Payment—Applications for Payment`, 4. General Conditions—"Payment— Mobilization Payment Requirements;' 5. General Conditions—"Payment— Itemized Breakdown of Contract Lump Sum Prices"; 6. General Conditions—"Contract Price Adjustments and Payments"; 7. General Conditions—"Suspension of Payments"; 8. General Conditions—"OCSD's Right to Withhold Certain Amounts and Make Application Thereof"; and 9. General Conditions—"Final Payment." EXA-3 RETENTION AND ESCROW ACCOUNTS A. Retention: OCSD shall retain a percentage of each progress payment to assure satisfactory completion of the Work. The amount to be retained from each progress payment shall be determined as provided in General Conditions— "Retained Funds; Substitution of Securities". In all contracts between CONTRACTOR and its Subcontractors and/or Suppliers, the retention may not exceed the percentage specified in the Contract Documents. CONFORMED C-EXA-080414 PROJECT NO.FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 1 of 8 B. Substitution of Securities: CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." Payment of Escrow Agent: In lieu of substitution of securities as provided above, the CONTRACTOR may request and OCSD shall make payment of retention earned directly to the escrow agent at the expense of the CONTRACTOR. At the expense of the CONTRACTOR, the CONTRACTOR may direct the investment of the payments into securities consistent with Government Code §16430 and the CONTRACTOR shall receive the interest earned on the investments upon the same terms provided for in this article for securities deposited by the CONTRACTOR. Upon satisfactory completion of the Contract, the CONTRACTOR shall receive from the escrow agent all securities, interest and payments received by the escrow agent from OCSD, pursuant to the terms of this article. The CONTRACTOR shall pay to each Subcontractor, not later than twenty (20)calendar days after receipt of the payment, the respective amount of interest earned, net of costs attributed to retention withheld from each Subcontractor, on the amount of retention withheld to ensure the performance of the Subcontractor. The escrow agreement used by the escrow agent pursuant to this article shall be substantially similar to the form set forth in §22300 of the California Public Contract Code. C. Release of Retention: Upon Final Acceptance of the Work, the CONTRACTOR shall submit an invoice for release of retention in accordance with the terms of the Contract. D. Additional Deductibles: In addition to the retentions described above, OCSD may deduct from each progress payment any or all of the following: 1. Liquidated Damages that have occurred as of the date of the application for progress payment; 2. Deductions from previous progress payments already paid, due to OCSD's discovery of deficiencies in the Work or non-compliance with the Specifications or any other requirement of the Contract; 3. Sums expended by OCSD in performing any of the CONTRACTOR'S obligations under the Contract that the CONTRACTOR has failed to perform, and; 4. Other sums that OCSD is entitled to recover from the CONTRACTOR under the terms of the Contract, including without limitation insurance deductibles and assessments. C-EXA-080414 CONFORMED PROJECT NO.FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 2 of 8 The failure of OCSD to deduct any of the above-identified sums from a progress payment shall not constitute a waiver of OCSD's right to such sums or to deduct them from a later progress payment. EXA-4 STOP PAYMENT NOTICE In addition to other amounts properly withheld under this article or under other provisions of the Contract, OCSD shall retain from progress payments otherwise due the CONTRACTOR an amount equal to one hundred twenty-five percent (125%)of the amount claimed under any stop payment notice under Civil Code§9350 at. seq. or other lien filed against the CONTRACTOR for labor, materials, supplies, equipment, and any other thing of value claimed to have been furnished to and/or incorporated into the Work; or for any other alleged contribution thereto. In addition to the foregoing and in accordance with Civil Code§9358 OCSD may also satisfy its duty to withhold funds for stop payment notices by refusing to release funds held in escrow pursuant to public receipt of a release of stop payment notice executed by a stop payment notice claimant, a slop 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-5 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 PROJECT NO.FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS 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 fled 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)calendar days after receipt of recommended changes from OCSD, the CONTRACTOR will make the changes, or list Claims that will be filed as a result of the changes, C-EXA-080414 CONFORMED PROJECT NO.FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 4 of 8 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) calendar 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. CONFORMED C-EXA-080414 PROJECT NO.FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 5 of 8 EXA-B 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: 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 PROJECT NO.FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 6 of 8 ATTACHMENTI 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 Acts 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 Act 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 Subcontractor's performance. Name Title Date CONFORMED C-EXA-080414 PROJECT NO.FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 7 of 8 ATTACHMENT SCHEDULE OF PRICES See next pages from the Bid Submittal Forms (ODC Engineering &Technology): BF-14 Schedule of Prices, Pages 1-2 C-EXA-080414 CONFORMED PROJECT NO.FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 8 of 8 ODC ENGINEERING&TECHNOLOGY Bid Submitted By: - (Name of Flmtl BF44 SCHEDULE OF PRICES INSTRUCTIONS A. General 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. CONTRACTOR's 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 item multiplied by the quantity; and the correct Total Price for each item 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, state and/or federal,and any other special taxes, patent darts 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 Contract Documents. BF-14 SCHEDULE OF PRICES C-BF-110714 PROJECT NO.FE09-04 P1 POTABLE WATER SYSTEM IMPROVEMENTS Page 1 of 2 ODC ENGINEERING&TECHNOLOGy Bid Submitted By: (Nome M Fad) EXHIBITA SCHEDULE OF PRICES BASE BID ITEMS(Refer to Note 1 In to Instructions): INp.1. Dnolpllen M Led.,tml AOIY UnX Price Enamad Price 1. Mobilization,Initial progress payment for all fees.labor,materials and equipment required for mobilization,staging area,and surety bonds,and Lump Sum 1 $10,000 other activities In conformance with to Contract Documents,for a fixed amount of. 2. Fumish all labor,materials,and equipment necessary for sheeting,sharing, and bracing for protection of life and limb in trenches,open excavations, and confined space complete in aoprdi nce wild Ue California Labor Code Lump Sum 1 $ and,in conformance with the Contract Documents.for the lump sum price / of. 3 This burn includes all labor,manerials,equipment and services,except for Item Nos.1 and 2 above,necessary for the compMAon of the Contract Lump Sum 1 $ '�3 BOO Work for FE09-M in conformance with the Contact Documents,for the lump sum pace of TOTAL AMOUNT OF BID (BASIS OF AWARD) B I G 9,��0 BF-14 SCHEDULE OF PRICES C-BF-110214 PROJECT NO.FE0i Pt POTABLE WATER SYSTEM IMPROVEMENTS Page 2 of 2 BOARD OF DIRECTORS Meeting Dare I TOBA.of Dir. oa/zz/iS AGENDA REPORT em Number Item Numbe a Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Arhontes, Director of Facilities Support Services SUBJECT: LICENSE AGREEMENT FOR OPERATION OF HYDROGEN DISPENSING STATION GENERAL MANAGER'S RECOMMENDATION Authorize the General Manager to negotiate a license agreement with Air Products and Chemicals, Inc. for the operation of a Hydrogen Dispensing Station at Plant 1 in a form recommended by General Counsel. SUMMARY With the assistance of the General Counsel, we are actively negotiating with Air Products and Chemicals, Inc. (APCI) of Allentown, PA on a license agreement that will allow OCSD to continue to be a host site for the dispensing station. The station uses trucked in hydrogen. The tank trailer that supplies the fuel is proposed to be parked in the process area inside Plant No. 1. The agreement is anticipated to be completely negotiated by the time of the April Board meeting. In order to resume operations as soon as practical, and not to create added delays in resuming operations until after the May Board meeting, we ask for your approval in this manner at this time. PRIOR COMMITTEE/BOARD ACTIONS December 17, 2014 — Approved a supplemental environmental project for air quality compliance. ADDITIONAL INFORMATION OCSD is a convenient and freeway close host site for a publicly accessible dispensing station for hydrogen vehicle fueling. Operations are suspended at this time as no agreement is in place with APCI who is the equipment and systems owner and authorized operator. The station was a part of a previously approved research and demonstration project. The research project hosted at Plant No. 1 ended recently. The project used our digester gas which is a renewable fuel and generated electricity using a fuel cell. Page 1 of 2 The fuel cell also generated pure hydrogen which was compressed and used for vehicle fueling. Information about the project and its partners has been previously provided to the Board. Some of the Board members have seen this system on past tours. Depending on public usage to fuel vehicles, we may see two to four deliveries per month as the new full trailer is swapped out for an empty one by APCI. The General Counsel is assisting staff on completing the negotiations on the license agreement to resume fueling operations as soon as possible. Continuing to be a host site for dispensing hydrogen fuel is also desired in order to meet the requirements of the supplemental environmental project negotiated with the South Coast Air Quality Management District (SCAQMD). CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A ATTACHMENT The following attachment(a) maybe viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: N/A Page 2 of 2 BOARD OF DIRECTORS Meeting Date I TOBd.Of Dir. — Da/zz/ls AGENDA REPORT ItemNumber Item Number - s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: TRUNK LINE ODOR CONTROL IMPROVEMENTS, PROJECT NO. P1-123 GENERAL MANAGER'S RECOMMENDATION A. Receive and file bid tabulation and recommendation; B. Award a construction contract to Environmental Construction, Inc. for Trunk Line Odor Control Improvements, Project No. P1-123, for a total amount not to exceed $5,344,626; and C. Approve a contingency of$534,463 (10%). SUMMARY The Trunk Line Odor Control Improvements, Project No. P1-123 will (1) Replace existing Scrubbers 9 and 10 at the Plant No. 1 Headworks facility with two new higher capacity bioscrubbers, and connect additional facilities to the foul air system; and (2) Eliminate odors upstream of the three siphons along the Baker-Gisler Interceptor and Santa Ana Trunk sewers by implementing air jumper improvements to reduce condensate and water infiltration. The Orange County Sanitation District (Sanitation District) advertised for bids on January 22, 2015. Four sealed bids were received on March 10, 2015. The bids were evaluated in accordance with the Sanitation District policies and procedures. Environmental Construction, Inc. was deemed the lowest responsive, responsible bidder. Staff recommends awarding a construction contract to Environmental Construction, Inc. for Trunk Line Odor Control Improvements, Project No. P1-123. Summary information on the bid opening for Trunk Line Odor Control Improvements, Project No. P1-123, is as follows: Project Budget $10,826,000 Construction Contract Budget $ 6,400,004 Engineer's Estimate $ 6,358,831 Lowest Responsive, Responsible Bid $ 5,344,626 High Bid $ 6,311,524 Page 1 of 2 Bidder Amount of Bid Environmental Construction, Inc. $5,344,626 Archer Western Construction LLC $5,526,448 PCL Construction, Inc. $6,269,842 J.F. Shea Construction, Inc. $6,311,524 PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A CEQA A Notice of Exemption was filed and recorded on August 31, 2012. BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (FY2014-15, Section 8, Page 53), and the budget is sufficient for the recommended action. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package and attachments: Construction Contract JM:dm:gc Page 2 of 2 PART A CONTRACT AGREEMENT C-CA-021414 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.......................................................22 SECTION - 18 TERMINATION................................................................................22 SECTION - 19 WARRANTY....................................................................................23 SECTION -20 ASSIGNMENT.................................................................................24 SECTION -21 RESOLUTION OF DISPUTES ........................................................24 SECTION -22 SAFETY& HEALTH........................................................................24 SECTION -23 NOTICES.........................................................................................24 C-CA-021414 CONTRACT AGREEMENT ORANGE COUNTY SANITATION DISTRICT PROJECT NO. P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS THIS AGREEMENT is made and entered into, to be effective, this April 22, 2015, by and between Environmental Construction, 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. C-CA-021414 PROJECT NO.P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 1 of 26 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 H. 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 C-CA-021414 PROJECT NO. P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 2 of 26 shape and details of construction. Specifications shall govern as to material and workmanship. 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. C-CA-021414 PROJECT NO.P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 3 of 26 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 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: PROJECT NO. P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS C-CA-021414 PROJECT NO. P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 4 of 26 SECTION-4 PLANS AND SPECIFICATONS The Work to be done is shown in a set of Plans and Specifications entitled: PROJECT NO. P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS 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 15 calendar 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 494 calendar days from the 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 10 calendar days determined by OCSD likely to be inclement weather when CONTRACTOR will be unable to work. In addition, CONTRACTOR shall accomplish such milestones within the periods of performance set forth in Appendix A of the Special Provisions entitled "Work Completion Schedule." 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 C-CA-021414 PROJECT NO.P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 5 of 26 which the Work is to be performed and shall have the right to decide the time or order in which 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 Project 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—S 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 Project by the number of days, if C-CA-021414 PROJECT NO. P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 6 of 26 any, reasonably required for CONTRACTOR to perform the Extra Work, as determined by OCSD's ENGINEER. The decision of the ENGINEER shall be final. 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 Document, 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 and Incentives." 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 Five Million Three Hundred Fourty Four Thousand Six Hundred Twenty Six Dollars ($5,344,626)as itemized on the Attached Exhibit"A". C-CA-021414 PROJECT NO.P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 7 of 26 Upon satisfaction of the conditions precedent to payment set forth in the General 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 job a schedule which shows: 1. A minimum of one payment to be made to the CONTRACTOR for each successive four(4)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 OCSD's ENGINEER. The processing of payments shall not be considered as an acceptance of any part of the Work. C-CA-021414 PROJECT NO. P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 8 of 26 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 at seq., the CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." C-CA-021414 PROJECT NO.P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 9 of 26 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 Office of the ENGINEER of OCSD. The CONTRACTOR C-CA-021414 PROJECT NO. P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 10 of 26 agrees that not less than said prevailing rates shall be paid to workers employed on this public works 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 Hundred 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. ADDrentices: 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 him hereunder except as provided in paragraph (B)above. CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at sea.)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 C-CA-021414 PROJECT NO.P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 11 of 26 required or permitted to labor more than eight(8) hours in any one calendar day and forty (40) hours in any one week in violation of said Article. CONTRACTOR shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by CONTRACTOR in connection with the Project. F. Reaistration: Record of Waces: 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 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 C-CA-021414 PROJECT NO. P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 12 of 26 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 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 C-CA-021414 PROJECT NO.P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 13 of 26 CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for 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 oremises/worksite without oossessina the required 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: Ten Million Dollars ($10,000,000) per occurrence and a general aggregate limit of Ten Million Dollars ($10,000,000)for bodily injury, personal injury and property damage. Coverage shall include each of the following: a. Premises-Operations. C-CA-021414 PROJECT NO. P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 14 of 26 b. Products and Completed Operations, with limits of at least Ten Million Dollars ($10,000,000) per occurrence and a general aggregate limit of Ten Million Dollars ($10,000,000)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. C-CA-021414 PROJECT NO.P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 15 of 26 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. 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 Ten Million Dollars ($10,000,000) and a general aggregate limit of Tem Million Dollars ($10,000,000)for bodily injury, personal injury and property damage; Or alternatively, (2) Ten Million Dollars ($10,000,000) per person for bodily injury and Ten Million Dollars ($10,000,000) 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. Worker's Compensation/Emolover's Liability: CONTRACTOR shall provide such Worker's Compensation Insurance as required by the Labor Code of the State of California, including employer's liability with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage with regard to Jones Act claims. C-CA-021414 PROJECT NO. P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 16 of 26 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. 5. Pollution Liability Insurance: CONTRACTOR shall purchase and maintain insurance for pollution liability covering bodily injury, property damage (including loss of use of damaged property or property that has not been physically injured or destroyed), cleanup costs, and defense costs (including costs and expenses for investigation, defense, or settlement of claims). Coverage shall carry limits of at least One Million Dollars ($1,000,000) Dollars and shall apply to sudden and non-sudden pollution conditions (including sewage spills), both at the site or needed due to migration of pollutants from the site, resulting from the escape or release of smoke, vapors, C-CA-021414 PROJECT NO.P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 17 of 26 fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials, or other irritants, contaminants or pollutants. If CONTRACTOR provides coverage written on a claims-made basis, OCSD has the right to approve or reject such coverage in its own discretion. If written on a claims- made basis, the CONTRACTOR warrants that any retroactive date applicable to coverage under the policy precedes the effective date of this Contract, and that continuous coverage will be maintained, or an extended discovery period will be exercised, for a period of two years beginning from the time that the Project under this Contract is completed. 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 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, C-CA-021414 PROJECT NO. P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 18 of 26 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 party, 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 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 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). C-CA-021414 PROJECT NO.P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 19 of 26 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 worker's 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 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 C-CA-021414 PROJECT NO. P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 20 of 26 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 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 C-CA-021414 PROJECT NO.P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 21 of 26 5. Pollution Liability Endorsements There shall be a Separation of Insured Clause or endorsement, providing that coverage applies separately to each insured, except with respect to the limits of liability. There shall also be an endorsement or policy language containing a waiver of subrogation rights on the part of the insurer. OCSD, its directors, officers, agents, CONSULTANTS and employees and all public agencies from whom permits will be obtained as well as their directors, officers, agents, and employees shall be included as insureds under the policy. Any additional insured endorsement shall contain language at least as broad as the coverage language contained in ISO form CG 20 10 11 85 or alternatively in both CG 20 10 10 01 and CG 20 37 10 01 together. 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 C-CA-021414 PROJECT NO. P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 22 of 26 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. 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. C-CA-021414 PROJECT NO.P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 23 of 26 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 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 party 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 C-CA-021414 PROJECT NO. P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 24 of 26 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: Environmental Construction, Inc. 21550 Oxnard Street, Ste. 1050 Woodland Hills, CA 91367 Copy to: Farid Soroudi, President Environmental Construction, Inc. 21550 Oxnard Street, Ste. 1050 Woodland Hills, CA 91367 C-CA-021414 PROJECT NO.P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 25 of 26 IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the date first hereinabove written. CONTRACTOR: Environmental Construction, Inc. 21550 Oxnard Street, Ste. 1050 Woodland Hills, CA 91367 By Printed Name Its CONTRACTOR's State License No. 498624 (Expiration Date— 01/31/2017) OCSD: Orange County Sanitation District By Chair, Board of Directors By Clerk of the Board By Marc Dubois Contracts, Purchasing and Materials Management Division Manager C-CA-021414 PROJECT NO. P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 26 of 26 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 PROGRESS PAYMENTS 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. C-EXA-080414 PROJECT NO. Pi-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 1 of 8 B. Substitution of Securities: CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." Payment of Escrow Agent: In lieu of substitution of securities as provided above, the CONTRACTOR may request and OCSD shall make payment of retention earned directly to the escrow agent at the expense of the CONTRACTOR. At the expense of the CONTRACTOR, the CONTRACTOR may direct the investment of the payments into securities consistent with Government Code §16430 and the CONTRACTOR shall receive the interest earned on the investments upon the same terms provided for in this article for securities deposited by the CONTRACTOR. Upon satisfactory completion of the Contract, the CONTRACTOR shall receive from the escrow agent all securities, interest and payments received by the escrow agent from OCSD, pursuant to the terms of this article. The CONTRACTOR shall pay to each Subcontractor, not later than twenty (20)calendar days after receipt of the payment, the respective amount of interest earned, net of costs attributed to retention withheld from each Subcontractor, on the amount of retention withheld to ensure the performance of the Subcontractor. The escrow agreement used by the escrow agent pursuant to this article shall be substantially similar to the form set forth in §22300 of the California Public Contract Code. C. Release of Retention: Upon Final Acceptance of the Work, the CONTRACTOR shall submit an invoice for release of retention in accordance with the terms of the Contract. D. Additional Deductibles: In addition to the retentions described above, OCSD may deduct from each progress payment any or all of the following: 1. Liquidated Damages that have occurred as of the date of the application for progress payment; 2. Deductions from previous progress payments already paid, due to OCSD's discovery of deficiencies in the Work or non-compliance with the Specifications or any other requirement of the Contract; 3. Sums expended by OCSD in performing any of the CONTRACTOR'S obligations under the Contract that the CONTRACTOR has failed to perform, and; 4. Other sums that OCSD is entitled to recover from the CONTRACTOR under the terms of the Contract, including without limitation insurance deductibles and assessments. C-EXA-080414 PROJECT NO.Pi-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 2 of 8 The failure of OCSD to deduct any of the above-identified sums from a progress payment shall not constitute a waiver of OCSD's right to such sums or to deduct them from a later progress payment. EXA-4 STOP PAYMENT NOTICE In addition to other amounts properly withheld under this article or under other provisions of the Contract, OCSD shall retain from progress payments otherwise due the CONTRACTOR an amount equal to one hundred twenty-five percent (125%)of the amount claimed under any stop payment notice under Civil Code§9350 at. seq. or other lien filed against the CONTRACTOR for labor, materials, supplies, equipment, and any other thing of value claimed to have been furnished to and/or incorporated into the Work; or for any other alleged contribution thereto. In addition to the foregoing and in accordance with Civil Code§9358 OCSD may also satisfy its duty to withhold funds for stop payment notices by refusing to release funds held in escrow pursuant to public receipt of a release of stop payment notice executed by a stop payment notice claimant, a stop payment notice release bond, an order of a court of competent jurisdiction, or other evidence satisfactory to OCSD that the CONTRACTOR has resolved such claim by settlement. EXA-5 PAYMENT TO SUBCONTRACTORS Requirements 1. The CONTRACTOR shall pay all Subcontractors for and on account of Work performed by such Subcontractors, not later than seven (7) days after receipt of each progress payment as required by the California Business and Professions Code §7108.5. Such payments to Subcontractors shall be based on the measurements and estimates made pursuant to article progress payments provided herein. 2. Except as specifically provided by law, the CONTRACTOR shall pay all Subcontractors any and all retention due and owing for and on account of Work performed by such Subcontractors not later than seven (7)days after CONTRACTOR'S receipt of said retention proceeds from OCSD as required by the California Public Contract Code§7107. EXA-6 PAYMENT OF TAXES Unless otherwise specifically provided in this Contract, the Contract Price includes full compensation to the CONTRACTOR for all taxes. The CONTRACTOR shall pay all federal, state, and local taxes, and duties applicable to and assessable against any Work, including but not limited to retail sales and use, transportation, export, import, business, and special taxes. The CONTRACTOR shall ascertain and pay the taxes when due. The CONTRACTOR will maintain auditable records, subject to OCSD reviews, confirming that tax payments are current at all times. C-EXA-080414 PROJECT NO. Pi-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED 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 fled 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) calendar days after receipt of recommended changes from OCSD, the CONTRACTOR will 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 C-EXA-080414 PROJECT NO.Pi-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 4 of 8 acceptance by OCSD, the revised application for Final Payment will become the approved application for Final Payment. 4. If no Claims have been fled with the initial or any revised application for Final Payment, and no Claims remain unsettled within thirty-five (35) calendar 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: 1. The true and correct amount payable for the Work is different from that previously accepted; C-EXA-080414 PROJECT NO. Pi-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 5 of 8 2. The previously-accepted Work did not in fad 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 PROJECT NO.Pi-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 6 of 8 ATTACHMENTI 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 Acts 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 Act 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 Subcontractor's performance. Name Title Date C-EXA-080414 PROJECT NO. Pi-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 7 of 8 ATTACHMENT SCHEDULE OF PRICES See next pages for Bid Submittal Forms (Environmental Construction, Inc.) BF-14 Schedule of Prices, Pages 1-4 C-EXA-080414 PROJECT NO.Pi-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS CONFORMED Page 8 of 8 Bid Submitted By: EnVi/mmen�0l I SFwcfr:an, Inc. (Name of Firm) BF-14 SCHEDULE OF PRICES INSTRUCTIONS A. General 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 quantifies in the completed Work,whether they be more or less than those shown. CONTRACTOR's 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 item multiplied by the quantity: and the correct Total Price for each item 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 state and/or federal, and any other special taxes, patent rights or royalties shall be included in the Prices cuoted 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 Contract Documents. BF-14 SCHEDULE OF PRICES C-BF-110714 PROJECT NO.P7-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 1 of 4 Bid Sub miffed By: L7'lI fai')#7 1/17'Yil IN...of Firm) EXHIBIT A SCHEDULE OF PRICES BASE BID ITEMS(Refer to Note 1 in the Instructions): Item Oeacgroan Unit of Approx port Pnce Ex[entletl Pnce Na. Measurement Gty 1. Mobilization The amount for this Bid Item shall not exceed 5%of the Total Amount of Bid and shall be in conformance with the Contract Documents for the lump sum price of... = `015'�� All amounts included in this Bid Item greater than the allowable maximum Lump Sum 1 $ ty-n. — payment of 5% of the Total Amount of Bid shall be paid under the Bid Item "Demobilizatiori 2. Shoring and Bracing: Furnish all labor, materials, and equipment necessary for the furnishing, erecting, maintaining, and removal of sheeting, shoring and bracing, as required,for protection of life and lib in Lump Sum 1 = $ a� 03m. trenches open excavations and confined spaces as described in Section 01155 and shall be in conformance with the Contract Documents and all applicable laws, for the lump sum price of... 3. Trunk Line Improvements: Furnish all labor, materials and equipment necessary for the completion of the Contract Work, exclusive of the Work Lump Sum 1 = $ .47e3A,42,6. — defined in Bid Items 1, 2,4,and 5. BF-14 SCHEDULE OF PRICES C-BF-11 0714 PROJECT NO. Pi-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 2 of 4 Bid Submitted By: 0%0/1OV4 (Name of Firm) EXHIBIT A SCHEDULE OF PRICES (continued) hem Description Unit of Approx Unit Price Extended Price No. Measurement city 4. Demobilization. The amount for this Bid Item shall not be less than 1%of '.. '.. the Total Amount of Bid and shall include but not be limited to the acceptance of Work by OCSD, completion of all items on final punch list, ', final cleanup and processing of final progress payment request, in Linear Feet x $ $ / conformance with the Contract Documents for a lump sum price of... All amounts greater than 5%which were included in Bid Item 1 Mobilization shall be paid under this Demobilization Bid Item. 5. Permits Allowance for permits, inspection and other fees and charges associated with the Riverside Flood Control District, Southern California Lump Sum 1 =� $10,00000 Edison, US Army Carps of Engineers, and the City of Costa Mesa. TOTAL AMOUNT OF BID(BASIS OF AWARD) BID ITEMS NO. 1 THROUGH NO. 5 (AWARD AMOUNT) $ 14 q.4.2.1, BF-14 SCHEDULE OF PRICES C-BF-110714 PROJECT NO.Pl-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 3 of 4 Bid Submitted By: C!!yl(LYYITfn 1�� (.GY].5�17/ an.s+R , IName of Firm) This Form Must Be Submitted With Bid Submittals EQUIPMENT INCLUDED IN THE BID ONLY EQUIPMENT LISTED ON THIS FORM MUST BE IDENTIFIED BY THE BIDDER EQUIPMENT Equipment Description Specification Section Manufacturer Pre-Engineered 11395 T �,• Bioscrubber Odor Control J/ANie�CUM L�g System BF-14 SCHEDULE OF PRICES C-BF-110714 PROJECT NO. P1-123 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 4 of 4 ITEM NO. 6 MINUTES OF THE OPERATIONS COMMITTEE Engineering, Operations & Maintenance, and Facilities Support Services Orange County Sanitation District A regular meeting of the Operations Committee of the Orange County Sanitation District was held on April 1, 2015, at 5:01 p.m. at the District's Administrative Office. Committee Chair Seboum called the meeting to order and led the Flag Salute. A quorum was declared present, as follows: Operations Directors Present: Staff Present: Greg Sebourn, Chair Jim Herberg, General Manager David Shawver, Vice-Chair Bob Ghirelli, Assistant General Manager Lisa Bartlett Rob Thompson, Director of Engineering Steve Jones Nick Arhontes, Director of Facilities Support Robert Kiley Services Lucille Kring Ed Torres, Director of Operations & Maintenance Sandra Massa-Lavitt (Alt.) Lorenzo Tyner, Director of Finance & Richard Murphy Administrative Services Fred Smith Kelly Lore, Acting Clerk of the Board Michael Vo (Alt.) Cindi Ambrose Chad Wanke Jennifer Cabral Mariellen Yarc William Cassidy Tom Beamish, Board Chair Mark Dubois John Nielsen, Board Vice-Chair Dean Fisher Norbert Gaia Operations Directors Absent: Al Garcia None. Rebecca Long Kathy Millea Jeff Mohr Riaz Moinuddin Mike Puccio Jackie Santos Eros Yong Others Present: Brad Hogin, General Counsel Bob Ooten (Alternate Director) Mike Beverage (Alternate Director) Jeffrey Mohr Mehul Patel (OCWD) PUBLIC COMMENTS: None. 0410l 12015 Opeations Committee Minutes Page 1 of 8 REPORT OF COMMITTEE CHAIR: Committee Chair Sebourn did not provide a report. REPORT OF GENERAL MANAGER General Manager, Jim Herberg, did not provide a report. CONSENT CALENDAR: 1. MOVED, SECONDED, and DULY CARRIED TO: Approve Minutes of March 4, 2015 AYES: Beamish, Jones, Kiley, Kring, Massa-Lavitt (Alternate), Murphy, Nielsen, Seboum, Shawver, Smith, F., Wanke and Yarc NOES: None ABSTENTIONS: Vo (Alternate) ABSENT: Bartlett 2. MOVED, SECONDED, and DULY CARRIED TO: A. Award a purchase contract to Southern Counties Lubricants, LLC, for the purchase and delivery of 10,000 gallons of Bulk Lube Oil, Specification No. C-2015-654BD, for a unit price of$9.40 per gallon delivered, plus sales tax and recycling / tube fee, for a total amount of$104,544; and B. Approve a contingency of$5,227 (5 %). AYES: Beamish, Jones, Kiley, Kring, Massa-Lavitt (Alternate), Murphy, Nielsen, Seboum, Shawver, Smith, F., Wanke and Yarc NOES: None ABSTENTIONS: Vo (Alternate) ABSENT: Bartlett 04/01/2015 Operations Committee Minutes Page 2 of 8 3. MOVED, SECONDED, and DULY CARRIED TO: A. Approve a Sole Source Service Agreement to Siemens Demag Delaval Turbomachinery, Inc. (SDDTI), to perform a Class II Mechanical Service on Aeration Blower#4, in the amount of$122,928.12; and B. Approve a contingency of$12,292.82 (10%). AYES: Beamish, Jones, Kiley, Kring, Massa-Lavitt (Alternate), Murphy, Nielsen, Seboum, Shawver, Smith, F., Wanke and Yarc NOES: None ABSTENTIONS: Vo (Alternate) ABSENT: Bartlett 4. MOVED, SECONDED, and DULY CARRIED TO: A. Approve an Amendment for the extension of the term of Contract Plan2010-01 until the completion of the scope of work of Contract Plan2010-01, Task Order 01; and B. Approve Task Order Amendment No. 1 to the Black & Veatch Contract PLAN2010-01, Task Order 01 (Arc Flash Hazard Evaluation for Treatment Plant No's 1 & 2), resulting in the amount of $89,649 for additional engineering services to develop P1 and P2 Arc Flash Study scope of work items, for a total amount not to exceed $170,794; and C. Approve a contingency of$25,619 (15%). AYES: Beamish, Jones, Kiley, Kring, Massa-Lavitt (Alternate), Murphy, Nielsen, Seboum, Shawver, Smith, F., Wanke and Yarc NOES: None ABSTENTIONS: Vo (Alternate) ABSENT: Bartlett 04/01/2015 Operations Committee Minutes Page 3 of 8 5. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors: Approve Change Order No. 4 to Purchase Order 104251-OB to US Peroxide, for the Purchase of hydrogen peroxide, Specification No. C-2011-480, authorizing a unit price increase from $1.867 per gallon to $1.923 per gallon delivered, plus applicable sales tax, for the period July 1, 2015 through June 30, 2016, at a cost not to exceed $1,100,000. AYES: Beamish, Jones, Kiley, Kring, Massa-Lavitt (Alternate), Murphy, Nielsen, Seboum, Shawver, Smith, F., Wanke and Yarc NOES: None ABSTENTIONS: Vo (Alternate) ABSENT: Bartlett 6. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors: A. Approve a Site Access and License agreement with Pacific Quality Partners, to allow mobilization of a chemical dosing station and injection of chemicals at 1355 West Imperial Highway in the city of Brea, for a term of 36 months, at a total cost of $2,280 per month for the first 12 months, in a form approved by General Counsel; and B. Approve the General Manager, or his designee, to negotiate future monthly license fees, after one year, up to three percent price escalation per year, beginning July 1, 2016 and annually thereafter. AYES: Beamish, Jones, Kiley, Kring, Massa-Lavitt (Alternate), Murphy, Nielsen, Seboum, Shawver, Smith, F., Wanke and Yarc NOES: None ABSTENTIONS: Vo (Alternate) ABSENT: Bartlett 04/01/2015 Operations Committee Minutes Page 4 of 8 Item pulled and heard separately. 7. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors: A. Approve a Professional Consultant Services Agreement with Carollo Engineers, Inc. to provide construction support services for Trunk Line Odor Control Improvements, Project No. P1-123, for an amount not to exceed $529,970; and B. Approve a contingency of$52,997 (10%). AYES: Beamish, Jones, Kiley, Kring, Massa-Lavitt (Alternate), Murphy, Nielsen, Shawver, Smith, F., Wanke and Yarc NOES: None ABSTENTIONS: Vo (Alternate) ABSENT: Bartlett and Sebourn (recused) NON-CONSENT: 8. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors: A. Approve a Professional Design Services Agreement with AECOM to provide engineering design services for the South Perimeter Security R Storm Water Improvements at Plant No. 1, Project No. P1-125, for an amount not to exceed $567,003; and B. Approve a contingency of $56,700 (10%). AYES: Beamish, Jones, Kiley, Kring, Massa-Lavitt (Alternate), Murphy, Nielsen, Seboum, Shawver, Smith, F., Vo (Alternate), Wanke and Yarc NOES: None ABSTENTIONS: None ABSENT: Bartlett Acting Clerk of the Board stated there is a correction to the Recommendation of Item 9 which adds a sub-item that was provided on the Agenda report but was inadvertently left off the agenda. 04/01/2015 Operations Committee Minutes Page 5 of 8 Engineering Manager, Kathy Millea provided a PowerPoint presentation on the Effluent Reuse study including: Strategic Plan for future water recycling; history of OCSD/OCWD partnership; Groundwater Replenishment System; near term goals; GWRS Final Expansion and long term goals; and Full Effluent Reuse. Ms. Millea, Engineer, Mehul Patel, OCWD, Director of Engineering, Rob Thompson and General Manager Herberg also answered questions from the Committee regarding: initial and final expansion dates; project costs; funding and grant opportunities; negotiated prices v. value of project; project management benefits; decreasing flow problems/ solutions; and SARI line water availability. Director Bartlett arrived at 5:25 p.m. 9. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors: A. Approve a budget increase of$450,000, increasing the total amount not to exceed $3,250,000; B. Approve a Professional Services Agreement with CDM Smith, Inc., to provide Engineering Services for Effluent Reuse Study, Project No. SP-173, for an amount not to exceed $2,008,510; C. Approve a contingency of$200,850 (10%); and, D. Authorize staff to negotiate a cost-sharing agreement with the Orange County Water District for future Board approval. AYES: Bartlett, Beamish, Jones, Kiley, Kring, Massa-Lavitt (Alternate), Murphy, Nielsen, Sebourn, Shawver, Smith, F., Vo (Alternate), Wanks and Yarc NOES: None ABSTENTIONS: None ABSENT: None Director Rob Thompson provided a brief report on the background of this item. Questions and concerns were raised regarding: additional costs to rebid; liquidated damage provisions; cost recovery; work with contractor to find alternatives; and alternate bidders. Mr. Herberg suggested that staff work with the contractor and present alternative options to the Operations Committee next month. 04/01/2015 Operations Committee Minutes Page 6 of 8 No action was taken. 10. Recommend to the Board of Directors: Cancel the construction contract awarded on November 19, 2014 to W.M. Lyles Co. for Oxygen Plant Demolition at Plant No. 2, Project No. SP-129, for convenience. INFORMATION ITEMS: 11. Procurement Process Contracts and Purchasing Manager, Marc Dubois provided a PowerPoint Presentation regarding: OCSD Contracts and Purchasing; Ethics in Public Procurement; Professional Design Services; Public Works Construction; goods and services; tools used to procure; Notice inviting bids; sole sources; RFI's; Request for Proposal Process and approval thresholds. Director Bartlett commented on lowest cost getting the lowest points; lowest responsive bidders and proprietary hardware/software. 12. Capital Improvement Program Update Engineering Manager Mike Puccio provided an informative PowerPoint presentation regarding the Capital Improvement Program Update which included: 50 active projects and costs; completion & design of past major projects; the design of eight new major projects; cumulative change order rate; program non- construction costs; engineering cash flow performance and FY 2014-15 Capital Improvement Program accomplishments. Questions were answered regarding the cooperative efforts with cities regarding construction. A request to have PowerPoint presentations emailed to the Directors in advance of the meeting was received. 13. Newport Force Main Project 5-60 Status Engineering Manager Dean Fisher provided a PowerPoint presentation regarding the Newport Force Main Rehabilitation project including: construction techniques; area of coverage; phases of project; current status of completion; tunneling concrete and wooden pile obstructions; geophysical survey under bridge; targeted completion dates and the recovery plan for this ongoing project. DEPARTMENT HEAD REPORT: Director of Facility Support Services, Nick Arhontes reported on the American Society of Civil Engineers (ASCE) 2016 Update to the Orange County Infrastructure Report Card 04/01/2015 Operations Committee Minutes Page 7 of 8 (IRC) to which OCSD staff will take a lead role in the Wastewater sector effort, covering collection facilities as well as wastewater treatment/reclamation facilities countywide. ASCE plans to publish grades on all infrastructure sectors in January 2016. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT At 6:43 p.m., Committee Chair Sebourn declared the meeting adjourned to the next scheduled meeting of Wednesday, May 6, 2015 at 5:00 p.m. Submitted by, Kelly A. Lore Clerk of the Board 04/01/2015 Operations Committee Minutes Page 8 of 8 OPERATIONS COMMITTEE Meeting Date TOBd 011Dlr. 04/01/15 oa/zz/1s AGENDA REPORT Item Number Item Numbe s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: HYDROGEN PEROXIDE, SPECIFICATION NO. C-2011-480 GENERAL MANAGER'S RECOMMENDATION Approve Change Order No. 4 to Purchase Order 104251-OB to US Peroxide, for the Purchase of hydrogen peroxide, Specification No. C-2011-480, authorizing a unit price increase from $1.867 per gallon to $1.923 per gallon delivered, plus applicable sales tax, for the period July 1, 2015 through June 30, 2016, at a cost not to exceed $1,100,000. SUMMARY Hydrogen Peroxide is used at Plant No. 1 to reduce odor-causing compounds in our wastewater streams. Our current Hydrogen Peroxide vendor, US Peroxide, has requested a 3.0% increase for the final year of this 5-year contract. The proposed Hydrogen Peroxide renewal unit cost will increase $0.056 from $1.867/gallon to $1.923/gallon. The 10% contingency for this contract has already been used. Staff recommends approving the 3.0% increase for the following reasons: • OCSD staff compared Hydrogen Peroxide costs with other wastewater agencies and validated OCSD receives the lowest price on the west coast even with the 3% price increase. • Based on the cost comparison and OCSD's continued decline in peroxide usage, there is a low probability that OCSD will receive a better unit price by bidding this contract. • US Peroxide has consistently provided dependable service and a quality product. PRIOR COMMITTEE/BOARD ACTIONS May- 2011: Original Specification C-2011-480 contract with US Peroxide was approved. CEQA N/A Page 1 Of 2 BUDGET/PURCHASE ORDINANCE COMPLIANCE This recommendation complies with authority levels of the OCSD Purchase Ordinance. This item has been budgeted in Division 830, object 52032, line item 55. Date of Approval ContractlPO Amount 04/22115 $1,100,000 CO#4 03/12/14 $1,321,000 CO#3 03/27/13 $1,321,000 CO#2 03/27/12 $1,321,000 CO#1 05/25/11 $1,615,000 10% Contingency ATTACHMENTS The following attachment may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package and attachments. • Change Order#1 Increase from $1.75 gallon to $1.817 gallon (2012/13) • Change Order#2 Increase from $1.817 gallon to $1.867 gallon (2013114) • Change Order#3 No Increase (2014/15) ET:JS:UM:MJ:YS:af Page 2 of 2 ORANGE COUNTY SANITATION DISTRICT 10844 E BLANKET PURCHASE Ellis Avenue P.o.No. 104251.000 OB Fountain Valley,CA 92708-7018 Tslephone:(714)962-2411 ORDER BUYER Marc Dubois I FAX No.(714)593-7784 CONFIRMING-Purchase Order 1 1 Send Invoices Attention Accounts Payable BRN/PIANT 231 I PAGE No. 1 of 1 SUPPLIER:104475 SHIP TO: ORDER DATE 06/22/2011 US PEROXIDE LLC BUS-(404)352-6070 Orange County Sanitation District DELIVERY 06/30/2015 900 CIRCLE 75 PARKWAY FAX-(404)352.6077 10814 Ellis Avenue DATE SUITE 1330 sduggan@h2o2.com Fountain Valley CA 92703,7018 FOB FOB-Destination ATLANTA GA 30339 NO FRIDAY DELIVERIES CONTACT INSTRUCTIONS: Direct all MIT,l ries to Marc Dubois at(714)593-7580. NOTE:MATERIAL SAFETY DATA SHEETS REQUIRED FOR HAZARDOUS MATERIALS. THIS PROCUREMENT IS IN ACCORDANCE WITH ALL TERMS&CONDITIONS THAT APPEAR ON THE REVERSE SIDE OF THIS DOCUMENT UNLESS OTHERWISE STATED BELOW FAILURE TO PROVIDE THE PREPAID FREIGHT BILL WITH THE INVOICE SHALL DELAY PAYMENT Line Extended OCSD 1 No. Stock Number/Item Description Price Reference 4 CHE 1,321,000,00 - 15 Hydrogen Peroxide 'IIDD oov �L I LiItS �` COR 3 POp104251-08 for the purchase of Hydrogen Peroxide,in accordance �/ with all terms&conditions as referenced In the Spec No.C-2011-480 to be delivered to P3(Fountain Valley)&P2(Huntington Beach,Ca). CONTRACTTERM:July 1,2014 through June 30,2015 ' (plus One(1)one-year renewal options)" ' UNIT COST: $1.867 per gallon delivered I (price Includes all freight charges&taxes except applicable CA Sales Tax be paid by 005D).Taxes apply to product only. TOTAL ESTIMATED ANNUAL USAGE:600,000 Gallons Alp coding: 930,52032-SL:10081036 DISTRICT CONTACT:Shabbir Basrai,Div.830 ext.2614 Invoices to Yvonne Schwab ext.7024 PRY 84526-OR/P00104251-OB/COW 3,AMF BOARD AWARD:5-25-111tem No.12 Taz Rate Sales Tax Total Order 1,321,000.00 0 be. Oi D ebb I i i Buyer/CA: I ' �3nager.— Date: ORANGE COUNTY SANITATION DISTRICT P.O. No. T1.042-51-00008 Dub ow, l 10844 Ellis Avenue Buyer D-bow,Mo.. Fountain Valley,CA 92708-7018 Telephone:(714)962-2411 CONFIRMING-Pturchaso Order FAX No.(714)593-Ti`84 BLANKET PURCHASE ORDER ERN/PLANT: 231 PAGE 1OF1 US PER "i suptpL� SEMP WIPIC0.1.0--- ORDER DATE 06122t1 1 Phone (4D4)3 -6070 1 10 abortion D'.H:t ATTENTION:Accounts Payable REO DELIVERY 06130/14 ,==a 900 CIRCLE 75 PARKWAY (404)3:2 a. ID 0 County altafts,Disteria Ya 0 SUITE 1330 FAK. 2-6077 Fountain Valley CA 9Z _701 1=Ellis ASO a FOB FOB Destination ATLANTA GA 30339 Fountain Valley CA 92708-7018 CONTACT ....... .. .. . .. . .......... .... ...... . .... . NOTE:MSDS REQUIRED FOB RA.2 A.1106.08 MATIAINU, 00 ........... ..... ........ . .......... ...... ... ..... ....... THIS PROCUREMENT IS IN Newal SIDE OFTIRIS DOCU UNLES ................ ...... ...... .... .. ...... . ....... . ...... .. ..... ...... ................. .. ........ . ...... ..... . ......... ..... . ..... slookimumbealtIOrder Dale-- Orq..Ordar;Tb., ,DAx.TyjiA .. ...... ........ ....... .... ....... . .... ad ............ ...... ........ 7/112013- 6/3012014 1,321,000.00 06130/14 CON 2 PO#l(N4251�013 .&purchase of Hydrogen Peroxide,In with all terms&conditions as referenced in are Sipes No.C-2011-480 to be delivered to P1 Fountain Valley) &P2(Huntington Beach,C.). CONTRACT TERM:July 1,2013 through June 30,2014 (plus Two(2)one-War renewal options) r t Mc I 5 LINFIF COST: $1.867 par gallon delivered (lake Includes all freight charges&taxes except applicable CA Sales Tax be pent by OCSD).To..s apply to product only. TOTAL ESTIMATED ANNUAL USAGE:600,000 G.11mas A/P coding: 830.52032-SL: 10081036 DISTRICT CONTACT:Shabbir Be...i.Div.830 ext. 2614 Invoices to Yvonne Schwab exit.7024 FR#80288-ORI P0#104251-OB1CO#2,AMF BOARD AWARD:5-25-11 Item No-1 2 41)q) 1 '3 SSr' i<.Y1, Term Due Upon Receipt -Sol..Tex Total Tex Raw .00 1.321,000. FBUYER/CA: MANAG& ORANGE COUNTY SANITATION DISTRICT P.O. No. 104251-000 OB 108"Ellis Avenue Buyer Dubuc,Marcus Fountain Valley,CA 92708-7018 Telephone:(714)962-2411 FAX-NON-CONFIRM-PROCESS ASAP FAX No. (71419650728 BLANKET PURCHASE ORDER SRN/PLANT' 231 PAGE 1 OF 1 t 044]5 SUPPLIER SHIP TO: SEND INVOICES TO: ORDER DATE 06/22/11 US PEROXIDE LLC Phone- (404) 352.6070 Orerge County Sanitation District ATTENTION:Accounts Payable REO DELIVERY 06/30/13 900 CIRCLE 75 PARKWAY 10844 Ellis Avenue Orange County Sanitation District SUITE 1330 FAX- (404) 352-6077 Fountain Valley CA 92708-7018 108"Ellis Avenue FOS FOB-Destination ATLANTA GA 30339 Fountain Veilay CA 92708-7018 CONTACT INSTRUCTIONS: NOTE:MSDS REGUMED FOR HAZARDOUS MATERIALS FORWARD TO SAFETY DIVISION - - THIS PROCUREMENT IS iN ACCORDANCE WITH ALL TERMS&CONDITIONS THAT APPEAR ON THE REVERSE SIDE OF THIS DOCUMENT UNLESS OTHERWISE STATED BELOW O I Stoek Number/Nam Oten. Son -Extanda l Ncs, Order Data Ori,Order No. Order Type 7/112012-6130/2013 1,321,000.00 06/30/13 PO#104251-013 far the purchase of Hydrogen Peroxide,in accordance with all terms&conelmons as referenced in the Spec No.C-2011-480 to be delivered m P1 (Fountain Valley) &P2(Huntington Beach,Cal. UNIT COST: a 1.817 per gallon delivered - (price includes all fwt,ht charges&taxes except applicable CA Saks Tax beTaid-byA6SD1.Texas apply to product only. CONTRACT TERM:July 1,2012 through June 30,2013 (plus Threw(3)ore-year renewal options) - TOTAL ESTIMATED ANNUAL USAGE: 600.000 Gallons A/P coding: 830.52032-SL: 1 MB10M p,AlaSake! l OISTRICT CONTACT:Fb •Re>Dw.830 an.7084 Invoices to Yvonne Schwab am.7024 PR#75320-OR/PO#104251-OB AMP BOARD AWARD:5-25-11 hem No.12 Term Due Upon Receipt Sales Tax Tota10rd _�-- Tax Rate .00 1,321,WO.00 BUv- 'GA: Data: 3 2^ 1 Dma:` "j Z i OPERATIONS COMMITTEE Neetlng pate TO BA.Of DIl. o4101/is oa22/is AGENDA REPORT Item Number Item Number 6 a Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Arhontes, P.E., Director of Facility Support Services GENERAL MANAGER'S RECOMMENDATION A. Approve a Site Access and License agreement with Pacific Quality Partners, to allow mobilization of a chemical dosing station and injection of chemicals at 1355 West Imperial Highway in the city of Brea, for a term of 36 months, at a total cost of $2,280 per month for the first 12 months, in a form approved by General Counsel; and B. Approve the General Manager, or his designee, to negotiate future monthly license fees, after one year, up to three percent price escalation per year, beginning July 1, 2016 and annually therafter. SUMMARY Orange County Sanitation District (OCSD) currently uses chemicals for corrosion and odor control in its collection system. We dose chemicals at six locations as a part of our Sewage Conditioning Program. The Program also helps reduce the level of odors at the treatment plants. OCSD property is typically not available. Real property has been leased when needed. This location will help reduce odors in Buena Park, La Habra, La Palma, Anaheim, Stanton, Cypress, Garden Grove, and Westminster. This new location will also likely reduce the dosage rates of chemical treatment needed further downstream in the Knott Trunk sewer. OCSD has been dosing chemicals at 1225 West Imperial Highway at Brea RV Storage in the city of Brea. However, the owner is planning to redevelop the property and will not be renewing our lease. This proposed location is near the current dosing site. PRIOR COMMITTEE/BOARD ACTIONS December, 2010 — The Board approved a real property lease, and subterranean license agreement with an option to extend, with Brea Imperial Inc. and RV Storage Depot Brea to allow mobilization of a chemical dosing station and injection of chemicals at 1225 West Imperial Highway in Brea. December, 2012 —The Board approved an amendment to the existing lease, a two year (24-month) real property lease and subterranean license agreement, with Brea Imperial Inc. and RV Storage Depot Brea to allow mobilization of chemical dosing equipment and injection of chemicals at 1225 West Imperial Highway in Brea, with an option to Page 1 of 2 extend for up to two additional years with up to a three percent price escalation per year beginning December 31, 2012 and ending December 31, 2014. ADDITIONAL INFORMATION Staff negotiated the $2,280 monthly rental fee for this lease. This rental fee is $372.25 less than we are currenly paying. The chemical supplier furnishes a skid mounted type packaged system to store and dose the chemicals. That contract is separate from this site lease agreement. CEQA The project is exempt from CEQA pursuant to CEQA's Class Class 3 Exemption for "New Construction or Conversion of Small Structures" (CEQA Guidelines § 15303.) This exemption applies to the construction and location of limited numbers of new, small facilities or structures and the installation of small new equipment and facilities in small structures. The examples listed in this exemption include a broad range of structures such as, without limitation, up to three single family residences in urban areas and accessory water main, sewage and other utility extensions of reasonable length to support such construction. Here, the project calls for the installation of a single 10,000 gallon tank, a dose skid with pumps, and secondary containment. Minor excavation work will also be required to extend existing water and power lines approximately 200 feet to the tank. As a result, the project calls for the construction of new, small facilities and is therefore exempt pursuant to CEQA Guidelines Section 15303. BUDGET/ PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. ATTACHMENT The following attachment is included in hard copy and may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package and attachments: • Site Access and License Agreement MPV:ME:eh:NJA;pe Page 2 of 2 SITE ACCESS AND LICENSE AGREEMENT THIS SITE ACCESS AND LICENSE AGREEMENT ("Agreement") is made and entered into as of , 2015 ("Effective Date") between PACIFIC QUALITY PARTNERS, a California limited partnership ("PACIFIC"), and ORANGE COUNTY SANITATION DISTRICT, a county sanitation district organized and existing under the Comity Sanitation District Act, Health & Safety Code §§ 4700 et seq., ("OCSD"). PACIFIC and OCSD are individually or collectively referred to herein as the "Party" or the "Parties." This Agreement is made with reference to the following facts: A. PACIFIC is the fee interest owner of in the real property located at 1355 W. Imperial Highway, in the City of Brea,State of California 92821 ("Property"); and B. OCSD is responsible for safely collecting, treating and disposing of wastewater generated by more than 2,5 million people living and working within the County of Orange, State of California; and C. OCSD desires to operate a chemical dosing site on the Property, which will add ferrous chloride and/or calcium nitrate and/or magnesium hydroxide to the sewer lines existing adjacent to the Property for delivery within OCSD's facilities downstream of the Property ("Dosing Site"); and D. OCSD has identified a City of Brea sewer manhole immediately adjacent to the Property("Manhole") as an ideal location for dosing into the adjacent sewer lines. E. PACIFIC desires to assist OCSD in establishing and operating the Dosing Site by allowing OCSD to access, and enter into and upon the Property. NOW, THEREFORE, in consideration of the mutual obligations, representations, and promises contained in this Agreement, the Parties hereby agree as follows: 1. Grant of Access. PACIFIC hereby grants to OCSD, its employees, consultants, representatives, contractors, subcontractors and/or agents ("Authorized Personnel") the right to use, access and enter into and upon the portion of the Property set forth in the Site Plan, attached hereto as Attachment "A" and incorporated herein by reference ("Access Area") for the purpose of establishing and operating the Dosing Site, to access the sewer line through said Manhole, to install conduit through the Manhole and into the sewer line, and to transport ferrous chloride and/or calcium nitrate and/or magnesium hydroxide for delivery within OCSD's lines downstream of the Property. 2. Dosing Site hnorovements. The Dosing Site will consist of no more than two above-ground storage tanks, and a double-wall pipe through which OCSD will transport the following chemicals: ferrous chloride and/or calcium nitrate and/or magnesium hydroxide for injection into the City of Brea's local sewer system adjacent of the Property and eventual discharge into OCSD's sewer system. OCSD represents that no ferrous chloride and/or calcium nitrate and/or magnesium hydroxide will be allowed to escape the facilities, tanks or piping into the surrounding environment. The Dosing Site layout is presented in the Plan Views, attached I W3928A hereto as Attachment "B" and incorporated herein by reference. OCSD may utilize other products, chemicals,or technologies if mutually agreed upon by the Parties. 3. Coo eerration. PACIFIC will cooperate with OCSD to provide access to the Property and Access Area as may be reasonably necessary to allow OCSD to operate the Dosing Site, so long as the same does not unreasonably interfere with PACIFIC's operations,or cause an undue inconvenience to PACIFIC's employees, guests, customers, tenants, occupants and invitees. 4. Term. This Agreement shall expire thirty six (36) months from the Effective Date ("Initial Term"). Upon expiration of the Initial Term, this Agreement shall automatically extend and continue in full force and effect on a month-to-month basis unless and until terminated in writing by either Party. ... 5. Utilities. Pacific shall be,responsible for providing to OCSD a source of electricity and water on the Property. OCSD shall be responsible, at its sole cost, for routing electricity and water to the Dosing Site, and for routing discharge from the Dosing Site. 6. OCSD Promise to Pay — License. For the first twelve (12) months of the Initial Term, PACIFIC will bill OCSD on a monthly basis a monthly license fee in the sum of $2,280, which sum shall include compensation for all utilities used by OCSD in connection with the dosing site. Upon the twelve (12) month anniversary of the Effective Date, and annually thereafter, PACIFIC shall be entitled to increase the monthly license fee up to three percent(3%) and bill OCSD accordingly. 7. Machinery r& Equipment. PACIFIC authorizes OCSD, and its Authorized Personnel, to bring onto the Property such equipment and/or machinery as may be reasonably necessary to establish and operate the Dosing Site, so long as such activity is consistent with the terms and conditions stated herein. 8. Unreasonable Interference: Prior Notice. In operating the Dosing Site, OCSD shall not unreasonably interfere with PACIFIC's operations. OCSD shall give PACIFIC no less than three (3) business days' notice prior to its first entry upon the Access Area and the commencement of Dosing Site activities. PACIFIC and its employees and agents shall not interfere with, or obstruct, the Dosing Site or such entry by OCSD's Authorized Personnel, and PACIFIC shall not cause,or permit others to cause, any such interference or obstruction. 9. Restoring Condition of Access Area and the Property. OCSD agrees: (1) to minimize, to the extent practicable, interference with the activities of PACIFIC 's employees, guests,customers, tenants, occupants and invitees on, and ingress to, and egress from,the Access Area; (2) to maintain its machinery, equipment, and other materials in an orderly manner while located on the Property; and (3) within 30 days following the expiration of the term of this Agreement, to remove from the Access Area and the Property all debris, trash, machinery, equipment and other materials and items used by OCSD or caused by it to be on the Access Area or on the Property. Additionally, OCSD agrees that at the completion of each day OCSD utilizes the Access Area, it shall restore the Access Area to as close to the same condition as existed at the commencement of that day, to the maximum extent possible. Following the expiration of the term of this Agreement, at its sole cost OCSD shall restore the Access Area to as close to the IN3928.I same condition as existed before OCSD's first entry upon and use of the Access Area in connection with the Dosing Site, to the maximum extent possible, and to the reasonable satisfaction of PACIFIC. At its sole cost, OCSD shall be responsible for the proper lawful disposal of all chemicals, compounds, and other products and materials it brings onto, or causes to be on, the Property. 10. Preparatory Activities. At its sole cost,OCSD agrees to assume full responsibility to perform all relevant preparatory work as it deems necessary to establish and operate the Dosing Site. OCSD also agrees to provide appropriate notification to, and to obtain all required permits from,all applicable regulatory authorities in connection therewith. 11. No Nuisance. OCSD agrees that it will not maintain any public or private nuisance on the Property, and will not allow any odors, smoke, noise or objectionable elements to unreasonably affect PACIFIC's employees, agents, customers, visitors, or neighboring real property occupants or visitors. .. .:. . 12. Indemnity. OCSD hereby agrees to indemnify, defend, save and hold PACIFIC, and its owners, partners, agents, officers, members, employees, representatives, and affiliates harmless from, and against, all losses, costs, expenses, claims, causes of action, and damages suffered or incurred by any of them, which may arise from,pertain to, or relate to, the negligent acts or omissions, recklessness, or willful misconduct of OCSD or its Authorized Personnel in connection with the exercise of the rights granted herein. OCSD's obligation to indemnify, defend, save and hold harmless shall not apply to the extent that any such losses,costs, expenses, claims, causes of action or damages are caused by the negligence or willful misconduct of PACIFIC, or its owners, partners, agents, officers, members, employees, representatives or affiliates. 13. Safety and Site Condition. OCSD shall conduct its operations in a safe manner in compliance with all laws, including, but not limited to, environmental laws, and shall cooperate in maintaining the site in a safe,clean and orderly condition, 14. Sole Cost of OCSD. OCSD agrees that any work or activities conducted by OCSD on or beneath the Access Area and Property shall be at the sole cost and expense of OCSD. OCSD agrees to keep the Property free and clear of all liens by paying off all subcontractors before any debt to the salve becomes a matter of a lien of record against the Property. 15. Insurance. During the term of this Agreement, OCSD shall require all contractors or subcontractors, and their employees and agents, to maintain insurance with the following minimum coverage: (i) Workers Compensation with California minimum statutory limits; (ii) Automobile Liability with$1,000,000 single limit, or equivalent; and, (iii) Commercial General Liability, with$2,000,000 single limit, or equivalent During the term of this Agreement, OCSD shall request each such contractor or subcontractor to provide PACIFIC with a Certificate(s) of Insurance reflecting that PACIFIC is named as an "Additional Insured" on each contractor's and each subcontractor's Commercial ID43978.1 General Liability,or similar, liability insurance policy. 16. Limited Access. OCSD agrees that entry upon the Access Area shall be limited to the extent necessary, or desirable, for the establishment and operation of the Dosing Site and/or for the purposes expressed in this Agreement. 17. Temporary Use. The right to use and access granted herein is intended by the Parties, and shall be construed, as a temporary right to use the Access Area to conduct the Dosing Site upon the Property, and not as a grant of an easement or of any other legal or equitable interest in, or to, the Property. Except as expressly set forth herein, no other rights are created in OCSD by this Agreement. 18. Attorneys' Fees. If it becomes necessary for any Party to engage the services of legal counsel to institute any civil action to enforce or confirm, or to defend against, or to interpret.or construe, any of provision(s) of this Agreement, the prevailing Party shall be entitled to recover from the other Party or Parties therein all of such Party's attorneys' fees, expert witness fees, other expenses and court costs as the prevailing party actually incurs in connection therewith. 19, Bindine on Successors. This Agreement shall be binding upon the Parties to this Agreement, and upon their respective successors, representatives, heirs and assignees. 20. No Waiver. It is further understood and agreed that no failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other, or further, exercise thereof, or the exercise of any right, power or privilege hereunder. A waiver of any right by any one of the Parties hereunder must be in writing, and signed by the Party granting the waiver. 21. Assignability. OCSD shall not assign, or otherwise transfer, or attempt to transfer, to any other person or entity, any of its rights herein stated, and shall not transfer, or attempt to transfer, to any other person or entity, any of the duties or obligations herein stated, without the prior written consent of PACIFIC, which may be given or withheld in PACIFIC's sole and absolute discretion, and any other attempt to do so shall be void and of no legal force or effect. 22. Choice of Law. The terms of this Agreement shall be interpreted and construed according to the laws, regulations and ordinances of the United States of America, the State of California,the County of Orange, and the City of Brea, as they may apply, from time to time. 23. Further Acts. For the duration of this Agreement, each Party shall, whenever requested to do so by the other Party or Parties,execute, acknowledge and deliver, or cause to be executed, acknowledged or delivered, any and all such further instruments and documents, and do any and all other acts as may be reasonably necessary to accomplish the purpose and intent of this Agreement. 24, Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties pertaining to the subject matter addressed herein, and supersedes all prior, or contemporaneous, agreements and understandings, both written and oral, 1043928.1 pertaining to such subject matter 25. Interpretation. This Agreement will be interpreted according to the fair meaning of its terms and not strictly for, or against, any Party hereto. 26. Modification. The provisions of this Agreement may only be amended or modified by a written agreement executed by the Parties. 27. Authori . Each person executing this Agreement hereby warrants that he/she has legal authority to bind the Party for whom he/she so executes this Agreement. 28. Severability. If any provision of this Agreement is held by any court of law or equity having proper jurisdiction over the matter to be void, invalid or unenforceable for any reason, the remaining provisions of this Agreement overall shall continue in full force and effect without being impaired or invalidated in any way. 29. Notice. All notices or other documents (collectively "notices") given hereunder shall be in writing and shall be addressed to the recipient and sent by personal delivery or by overnight delivery service, such as by United States certified mail, postage prepaid, Federal Express, United Parcel, or the like. Unless and until otherwise notified, the address of each of the Parties for the giving of Notices shall be as follows: If to PACIFIC: Chris Chan, Project Manager Pacific Quality Packaging Corporation 660 Neptune Avenue, Brea, CA 92821 If to OCSD: Orange County Sanitation District Attn: Clerk of the Board 10844 His Avenue Fountain Valley, CA 92708 1a61926.1 IN WITNESS WHEROF, the parties have executed this Agreement on the date set forth below their respective signatures. ORANGE COUNTY SANITATION DISTRICT Dated: APPROVED AS TO FORM: By: By: Tom Beamish Bradley R. Hogin Chair, Board of Directors General Counsel ATTEST: By: Its: PACIFIC Dated: 3110 By: Fred Chau Its: General Partner 1043928.1 OPERATIONS COMMITTEE Meng Dat0 TOBE. Dir. B4/ltio1115 oa/zz/1Or5 AGENDA REPORT Item Item Number 7 9 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: TRUNK LINE ODOR CONTROL IMPROVEMENTS, PROJECT NO. P1-123 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Consultant Services Agreement with Carollo Engineers, Inc. to provide construction support services for Trunk Line Odor Control Improvements, Project No. P1-123, for an amount not to exceed $529,970; and B. Approve a contingency of$52,997 (10%). SUMMARY The main goals of this project are twofold: (1) Replace existing Scrubbers 9 and 10 at the Plant No. 1 Headworks facility with two new higher capacity bioscrubbers, and connect additional facilities to the foul air system; and (2) Eliminate odors upstream of the three siphons along the Baker-Gisler Interceptor and Santa Ana Trunk sewers by implementing air jumper improvements to reduce condensate and water infiltration. Carollo Engineers provided the engineering services for preliminary and final design. Carollo Engineers' engineering support services are needed during the construction phase to provide continuity through the completion of the project. The proposed services will be provided on an as-needed basis and will include reviewing submittals, answering Contractor's requests for information, reviewing design changes, preparing record drawings, and assisting in closeout of the project. Staff negotiated with Carollo Engineers for these support services in accordance with the Orange County Sanitation District's (Sanitation District) adopted policies and procedures. A review of the proposed price was conducted using estimated quantities of requests for information, submittals, meetings, site visits, change order review, and design revisions, as well as the level of effort to prepare record drawings. Based on this review, staff determined the negotiated fee to be fair and reasonable for these services. Staff recommends awarding a Professional Consultant Services Agreement to Carollo Engineers. PRIOR COMMITTEE/BOARD ACTIONS N/A Page 1 of 2 ADDITIONAL INFORMATION N/A CEQA A Notice of Exemption was filed and recorded on August 31, 2012. BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (Line item: FY 2014-15 and 2015-16, Section 8, Page 53) and the budget is sufficient for the recommended action. ATTACHMENT The following attachmentia) maybe viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: Professional Consultant Services Agreement JM:dm:gc Page 2 of 2 PROFESSIONAL CONSULTANT SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 22nd day of April, 2015, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and CAROLLO ENGINEERS, INC., for purposes of this Agreement hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT to provide Construction Support Services for Trunk Line Odor Control Improvements, P1-123; and, WHEREAS, CONSULTANT is qualified to provide the necessary services for Construction Support Services in connection with these requirements; and, WHEREAS, the SANITATION DISTRICT has adopted procedures in accordance with the SANITATION DISTRICT Board of Directors' Ordinance No. OCSD-44 Section 4.03(B)for the continuation of services and has proceeded in accordance with said procedures to perform this work; and, WHEREAS, at its regular meeting on April 22, 2015, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee or Director of Engineering and General Manager pursuant to SANITATION DISTRICT Board of Directors' Ordinance No. OCSD-44 to approve this Agreement between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications, and other services furnished by the CONSULTANT under this Agreement, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the standards of best engineering practice for clarity, uniformity, and completeness. C. In the event that work is not performed to the satisfaction of the SANITATION PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 1 of 18 DISTRICT and does not conform to the requirements of this Agreement or any applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All CADD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using the SANITATION DISTRICT standard software. Conversion of CADD work from any other non-standard CADD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall be subject to an acceptance period of fifteen (15) calendar days during which the SANITATION DISTRICT shall perform appropriate acceptance tests. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANITATION DISTRICT. E. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that (a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, (b)subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. F. SERVICES DURING CONSTRUCTION Hazardous materials or asbestos may exist at the site where there is no reason to believe they could or should be present. The CONSULTANT and the SANITATION DISTRICT agree that the discovery of unanticipated hazardous materials or asbestos constitutes a changed condition mandating a renegotiation of CONSULTANT's services. 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 Five Hundred Twenty- Nine Thousand, Nine Hundred Seventy Dollars ($529,970.00). 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. PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 2 of 18 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. 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 Subconsultant 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 the attached 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 PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 3 of 18 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. 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 http:/Iw .gsa.gov/portal/category/l 04711#. 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 general 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. PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 4 of 18 Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel meals 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. H. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed 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. 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. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 -AUDIT PROVISIONS. B. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2- COMPENSATION hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project element work performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 5 of 18 If the SANITATION DISTRICT determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element. He may, at his discretion, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each project element or the project in its entirety. 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 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, 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 staled 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 ten thousand dollars ($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 PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 6 of 18 the SANITATION DISTRICT; ore) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES To the extent CONSULTANT intends to employ employees who will perform work during the design and preconstruction phases of a construction contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS A. Ownership of Documents for the Professional Services performed. All documents, including but not limited to, original plans, studies, sketches, drawings, computer printouts and disk files, and specifications prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the plans or specifications, where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 7. 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 VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 7 of 18 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. !it. 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: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) 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. 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 One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. 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 PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 8 of 18 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. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Two Million Dollars ($2,000,000)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. 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. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 9 of 18 • Certificate of Insurance ACORD Form 25 (5/2010)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25 (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, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30)days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 10 of 18 Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. O. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 8. SCOPE CHANGES In the event of a change in the Scope of Work, requested by 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. 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each Subconsultant and each CONSULTANT's project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant on a per-project-element basis, broken down as indicated in Section 2- PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 11 of 18 COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's personnel 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 requires the services of a registered engineer. Such services hereunder will be performed under the direct supervision of registered engineers. 11. 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. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of the SANITATION DISTRICT. PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 12 of 18 13. THIRD PARTIES This Agreement is entered into by and for the SANITATION DISTRICT and the CONSULTANT, and nothing herein is intended to establish rights or interests in individuals or entities not a party hereto. 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. Notices shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Sarah L. Strader, Senior Contracts Administrator Copy: Jeff Mohr, Project Manager Notices shall be mailed to CONSULTANT at: CAROLLO ENGINEERS, INC. 3150 Bristol St., Suite 500 Costa Mesa, CA 92626 Attention: Doug Lanning All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT's 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 and/or CONSULTANT in accordance with Section 13- 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. PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 13 of 18 CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by the SANITATION DISTRICT. 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 agreements 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 it may be entitled. 21. PROGRESS REPORTS Monthly progress reports shall be submitted for review by the tenth day of the following month and must include as a minimum: 1) current activities, 2)future activities, 3) potential items that are not included in the Scope of Work, 4) concerns and possible delays, 5) percentage of completion, and 6) budget status. 22. 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). PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 14 of 18 23. 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, consultants, 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 consultants fees and costs and the SANITATION DISTRICT's general and administrative expenses (individually, a "Claim", or collectively, "Claims") which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, consultants, 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 from: (A)the sole or 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. 24. 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 PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 15 of 18 CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 25. CONSULTANT PERFORMANCE The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the SANITATION DISTRICT and may be considered in future CONSULTANT selection processes. 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. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in this 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 PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 16 of 18 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. 27. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 17 of 18 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: CAROLLO ENGINEERS, INC. By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Clerk of the Board Date By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager Attachments: Attachment"A"—Scope of Work Attachment"B"—Cost Matrix Attachment"C"— Fee Proposal 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"— Not Used (or Not Attached) Attachment'K"—Not Used PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 18 of 18 OPERATIONS COMMITTEE Meeting Date TOBdofDlr. 04/01/15 041j2/I5 AGENDA REPORT Item Number Rem Nu mbe 9 10 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: EFFLUENT REUSE STUDY, PROJECT NO. SP-173 GENERAL MANAGER'S RECOMMENDATION A. Approve a budget increase of $450,000, increasing the total amount not to exceed $3,250,000; B. Approve a Professional Services Agreement with CDM Smith, Inc., to provide Engineering Services for Effluent Reuse Study, Project No. SP-173, for an amount not to exceed $2,008,510; C. Approve a contingency of$200,850 (10%); and, D. Authorize staff to negotiate a cost-sharing agreement with the Orange County Water District for future Board approval. SUMMARY The Orange County Sanitation District (Sanitation District) Board of Directors approved a five-year Strategic Plan in November 2013, which identified maximizing water recycling as a strategic goal for the agency. The Sanitation District recognizes the value of enhancing water supply reliability, particularly in this time of persistent drought. Reusing this local resource will support California's efforts to provide a safe, sustainable water supply. The purpose of this project is to identify options for recycling Plant No. 2 effluent water, prioritizing how the Sanitation District will deliver effluent to the Orange County Water District (OCWD) for the Final Expansion of the Ground Water Replenishment System (GWRS). The Sanitation District and OCWD are interested in partnering in this study. As such, Staff is requesting authorization to negotiate a cost—sharing agreement with OCWD. The Sanitation District is taking the lead on this study since most of the work needed to provide flow for the GWRS Final Expansion involves the modification to Sanitation District facilities. By supporting the GWRS Final Expansion, the Sanitation District will be able to recycle a majority of its wastewater. The Sanitation District advertised a Request for Proposal (RFP) and three proposals were received. The three proposals were evaluated and ranked. CDM Smith, Inc. was Page 1 of 4 selected as the most qualified firm. Staff recommends awarding a Professional Services Agreement (PSA) to CDM Smith, Inc. for an amount not to exceed $2,008,510. Staff is requesting a budget increase of $450,000, since the Consultant fee came in $500,000 greater than was estimated in the current budget. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION GWRS is the world's largest membrane purification system for indirect potable reuse. GWRS uses the Sanitation District's Plant No. 1 secondary treated wastewater that would have previously been discharged into the Pacific Ocean and purifies it using a three-step advanced treatment process consisting of microfiltration, reverse osmosis, and ultraviolet light with hydrogen peroxide. The process produces high-quality water that exceeds all state and federal drinking water standards. GWRS produces 70 Million Gallons a Day (MGD) of near-distilled quality water. This is enough water to meet the needs of nearly 600,000 residents in north and central Orange County. The initial design and construction of the GWRS was a project jointly-funded by OCWD and the Sanitation District, and has been operational since 2008. OCWD is working to complete the GWRS Initial Expansion project, which will allow the GWRS facility to produce 100 MGD of potable reuse water. The GWRS Initial Expansion is currently in construction and scheduled to be complete in summer of 2015. The Sanitation District is modifying their operations to provide up to 120 MGD of secondary treated effluent to OCWD for the GWRS Initial Expansion. This project will study the options available to provide secondary effluent to OCWD for the GWRS Final Expansion. Upon completion of the GWRS Final Expansion, the GWRS facility will have the capacity to produce 130 MGD of potable reuse water. Project Scope of Work: This study will look at treatment plant and conveyance modifications needed to support the GWRS Final Expansion. Modifications to be evaluated include investigating Plant No. 2 effluent as a water source for GWRS and the conveyance system needed to deliver the water to GWRS, as well as waste stream segregation and management modifications. The study will also identify any environmental impacts and permit modifications attributed with additional recycling. The study shall also determine the amount of effluent that would be available for reuse after supplying the GWRS Final Expansion, and identify potential opportunities for recycling any remaining water. Request for Proposal (RFP): The evaluation and selection process is based on procedures pursuant to the California Government Code requiring the Sanitation District to select the best qualified firm for Page 2 of 4 architectural and engineering services, and to negotiate a fair and reasonable fee with that firm. An RFP which outlined Consultant Scope of Work and criteria required for this project was advertised on December 17, 2014 in the Orange County Register. Furthermore, an email notification was sent to all engineering consultants registered in the categories of Architecture & Engineering; Design; and Engineering — General, in the Sanitation District vendor database. As a result, three proposals were received on February 4, 2015. A Staff Evaluation/Screening Committee consisting of five representatives from the Sanitation District and OCWD reviewed and ranked each of the proposals in accordance with the evaluation process set forth in Sanitation District Ordinance No. OCSD-44, Section 3.02. A representative from the Contracts Administration Division participated in the evaluation process as a non-voting member. The proposals were evaluated according to the following three criteria: (1) project understanding and approach; (2) related project experience; and (3) project team and staff qualifications. After reviewing and scoring the proposals, the three Consultant firms were ranked according to the score achieved. Pursuant to the results of the ranking, the Evaluation Committee selected CDM Smith, Inc. as the top-ranked firm as shown in Table 1. TABLE PROPOSAL EVALUATION* CDM Smith, RMC Water MWH Consultant Inc. d Americas, nc. Evaluator Environment Inc. Reviewer A 1 2 3 Reviewer B 1 2 3 Reviewer C 1 2 3 Reviewer D 1 2 3 Reviewer E 1 2 3 Overall Ranking 1 2 3 Proposal Fee $2,428,470 NA NA Negotiated Fee $2,008,510 NA NA Pro osal Based on scores after interview CDM Smith, Inc. was ranked highest by all five members of the Evaluation Committee based on their understanding of the challenges of the project, a clear and efficient approach for generating an Implementation Plan that addresses the Sanitation District's goals, and a streamlined and highly-qualified project team. The proposals were accompanied by a sealed fee proposal estimate. The fee proposal estimate of the highest-ranked firm was not opened until the proposals were evaluated and a top-ranked firm was selected in accordance with Sanitation District Ordinance Page 3 d 4 No. OCSD-44. Staff conducted negotiations with CDM Smith, Inc. to clarify the requirements of the Scope of Work and their proposed work effort. During the negotiation meeting, the project Scope of Work, level of effort, and assumptions were discussed and clarified as required for the completion of the Scope of Work for the project. As a result of these negotiations, CDM Smith, Inc. submitted a revised not-to-exceed budget of$2,008,510. Based on the above, staff determined the final cost proposal to be fair and reasonable for the Scope of Work and recommends awarding the PSA to CDM Smith, Inc. for an amount not to exceed $2,008,510. The final cost proposal is in line with previous Sanitation District projects with similar engineering, environmental efforts, and schedule durations. CEQA This project is exempt from CEQA pursuant to CEQA Guidelines, Section 15262. A Notice of Exemption was filed on April 14, 2011. BUDGET/PURCHASING ORDINANCE COMPLIANCE This complies with the authority levels in the Sanitation District's Purchasing Ordinance. This item has been budgeted by a Board of Directors' action in June 2014 (FY2014-15, Section 8, Page 117) and the project budget is insufficient for the recommended action. Staff recommends increasing the project budget by $450,000 from the Replacement, Refurbishment, and Rehabilitation Line Item to fund this study. Date of Approval Contract Amount Continaencv 04/22/15 $2,008,510 $200,850 10% ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: Professional Services Agreement CM:sa:gc Page 4 of 4 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 22n' day of April, 2015, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT', and CDM Smith, 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 Project No. SP-173, Effluent Release Study, to provide professional services and provide services; 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 April 22, 2015, 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. PSA -1- SP-173 05/23/12 8M841.1 B. CONSULTANT is responsible for the quality of work prepared under this AGREEMENT and shall ensure that all work is performed to the prevailing standards of engineering practice 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. Notwithstanding any provision herein to the contrary, CONSULTANT shall exercise the same degree of care, skill, and diligence in the performance of the services as is ordinarily possessed and exercised by a professional under similar circumstances. 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 the applicable 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. 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 fifteen (15) 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 PSA -2- SP-173 05/23/12 86 841.1 DISTRICT, or(b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Two Million, Eight Thousand, Five Hundred Ten Dollars (2,008,510.00) Total compensation to CONSULTANT including burdened labor (salaries plus benefits), overhead, profit, direct costs, and Subconsultanl(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. 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 PSA -3- SP-173 05/23/12 8M841.1 Subconsultant 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. 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 http://www.asa.gov/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means or 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 PSA -4- SP-173 05/23/12 8M841.1 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 meals 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. H. 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. 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 11 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 the second Wednesday of the following month and in the PSA -5- SP-173 05/23/12 86 841.1 format required by the SANITATION DISTRICT. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period "total 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 as soon as practicable 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 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. PSA -6- SP-173 05/23/12 86 841.1 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 $107000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Suboonsultant 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 A. 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. 6. DOCUMENT OWNERSHIP — CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or AGREEMENT, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. PSA -7- SP-173 05/23/12 86 841.1 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. 7. 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 Dollars ($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. 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 PSA -8- SP-173 05/23/12 86 841.1 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 One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. 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. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Two Million Dollars ($2,000,000)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. 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. PSA -9- SP-173 05/23/12 86 841.1 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. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25 (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, Div. 260, and shall be received by the SANITATION DISTRICT not less than PSA -10- SP-173 05/23/12 8M841.1 thirty (30)days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. O. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 8. 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 PSA -11- SP-173 05/23/12 86 841.1 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. 9. 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. 10. 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. 11. 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 PSA -12- SP-173 05/23/12 86 841.1 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. 12. 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. 13. 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 P.O. Box 8127 Fountain Valley, CA 92728-8127 Attention: Sarah L. Strader, Senior Contracts Administrator Copy: Cindy Murra, Asset Manager CONSULTANT: CDM Smith, Inc. Lanaya Voelz, P.E. 111 Academy Way, Suite 150 Irvine, CA 92617 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. PSA -13- SP-173 05/23/12 86 841.1 14. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Paragraph 13. 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, 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. 16. COMPLIANCE CONSULTANT certifies by the execution of this AGREEMENT that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. 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. 18. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or 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 PSA -14- SP-173 05/23/12 86 841.1 Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 20. 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). 21. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. 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 PSA -15- SP-173 05/23/12 86 841.1 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. 22. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 23. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the Safety Manual, as applicable, all of which may be amended from time to time. 24. 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 PSA -16- SP-173 05/23/12 8M841.1 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. 24. COMPLIANCE WITH SANITATION DISTRICE POLICIES AN PROCECURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the Safety Manual, as applicable, all of which may be amended from time to time. 25. 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 -17- SP-173 05/23/12 86 841.1 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Clerk of the Board Date CDM SMITH, INC. By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts/Purchasing Manager Attachments: Attachment"A"—Scope of Work Attachment"B"—Not Used Attachment"C"— Not Used Attachment"D"—Allowable Direct Costs Attachment"E"—Fee Proposal Form Attachment"F"— Not Used Attachment"G"—Cost Matrix Attachment"H"— Not Used Attachment"I"— Not Used Attachment"J"—Minor Suboonsultant Hourly Rate Schedule Attachment'W'—OCSD Safety Standards SS:ds PSA -18- SP-173 05/23/12 8wsai.1 Effluent Reuse Study Project No. SP-173 Kathy Millea Operations Committee April 1, 2015 Orange County Sanitation District We're here for you, TODAY'S PRESENTATION • Strategic Plan for Future Water Recycling • History of OCSD/OCWD Partnership • Groundwater Replenishment System (GWRS) • Near Term Goals — GWRS Final Expansion • Long Term Goals — Full Effluent Reuse 2013 Strategic Plan On November 20, 2013, the Board approved the Five-year Strategic Plan which included the strategic goal for "Future Water Recycling". General Manager Work Plan "Work with OCWD to jointly study improvements needed to support GWRS Final Expansion . Determine partnerships, needs, strategies, benefits and costs associated with recycling any remainder flows from Plant No. 2 effluent water." tl ` PLANT 1 - i Plant 1 Effluent a to GWRS. a :1 f Plant 2 Effluent to Ocean through PLANT 2 Outfall System 30-Year Partnership _ Ground Water Water Factory 21 Green Acres Replenishment Plant No. 1 effluent Plant No. 1 effluent Purify 100 MGD of Plant used to help create a used to create non- No. 1 reclaimed water to seawater intrusion potable water source produce 70 MGD of near barrier (7.5 MGD) used for distilled water landscape irrigation Initial expansion (2015) Users include Mile will purify 130 MGD to Square Park, Costa produce 100 MGD of Mesa Golf Course, and drinking water Home Ranch bean field Final Expansion will purify 173 MGD to produce 130 MGD of drinking water Orange County Water District (OCWD) LE Son wrnoramo AREA county Formed in 1933, supplies LEE, °" nn. water for northern and "" central Orange County At """"°" °°°"" PARK LOS Responsible for managing SEAL ." "RANGE and protecting the Orange ,°,n„ County Groundwater w °•^•• f"pro" °Wnty even Basin, which provides RNRRENR LAN water for more than 2.4 SANTA million people " "CP"iiA ALI Encompasses 229,000 o E, LAGUNA acres (-350 sq. mi) in the °C'% SOULE lower watershed of the Unincor;ooratod County " SAM CCW0Santa Ana River (SAR) county "^'°" - '°.." Q County Boonaarles °aunty M w 0 35 5 �Mk" • Where does OCWD get its water? Imported Water Groundwater - 28% - 72% Colorado River Northern California Local Rainfall ISanta Ana River Metropolitan Water District IGWRS (MWD) of Southern California Municipal Water District OCWD of Orange County Municipal Groundwater Basin Water Supply for the OC Groundwater Basin (FY13-14) Incidental 9% Santa Ana River Base Flow 28% GWRS 29% Storm Flow 11% Imported Water 23% What Is The Groundwater Replenishment System (GWRS) ? 70-MGD advanced water purification facility L Takes treated sewer water that otherwise would be discharged to the ocean and purifies it to near-distilled quality Provides a new 72,000 acre-feet per year source of water, which is enough water for nearly 600,000 people Operational since January 2008 GWRS Process i k` Microfiltration (MF) *e4 Raverse Osrroo QRO �M�4rraeuopQ4 �o�G�4"(�J� GWRS Water Exceeds State and Federal Drinking Water Standards I'1--1.IA• 4- Kraemer Basin GWRS Steering Committee OCSD OCW�D u 3 Members 3 Members a Beamish, Nielsen, Ferryman Yoh, Anthony, Green 3 Alternates 3 Alternates Kring, Sebourn, Jones Bilodeau, Flory, Nguyen GWRS Independent Advisory Panel Appointed by National Water Research Institute Leading experts in public health and .. . environmental protection k �L Review operations, monitoring and Grour .., ,,jLer Replenishment System water quality Makes recommendations to OCWD and regulatory agencies to assure quality and reliability GWRS Flow Plan 70 MGD -----030 MGD--�30 MGD G YY RJ Initial Final Expansion Expansion; 2008 2015 ? 93 MGD 40 MGD 40 MGD GWRS Flow Plan 70 MGD -----030 MGD--�30 MGD -130 MPa� — GWRS Initial Final Expansion Expansion; 2008 2015 ? 193 MGD 40 MGD 40 MGD 173 MGD Decreasing Flows Coming to OCSD Orange County Sanitation District Plant No. 1 & Plant No. 2 Combined Influent Flow July 1994 - January 2015 290 _ Population 280 270 260 250 240 a 230 LL Current Flow 220 185 MGD 210 200 190 180 v n <o r m rn o N M v n co r m m o N M v 0_ Non- Reclaimable Flows Non-Reclaimable Flows = 41 MGD - SARI (34 MGD total z 11 MGD-inland counties and 23 MGD-OC domestic) — Centrate (- 5 MGD) - DAFT Underflow (= 1.5 MGD) - OCWD Cleaning Waste (z 0.5 MGD) FLOW SUMMARY OCSD Influent 185 MGD Non-Reclaimable (SARI) -34 MGD Non-Reclaimable (Other) -7 MGD Available Flow 144 MGD Needed for GWRS 173 MGD Deficit 29 MGD Flow Equalization Projected OCSD Flow and GWRS Feed 180.00 160.00 140.00 Surplus 120.00 Deficit 0100.00 f 0.00 60.00 40.00 is IL m7A 20.00 JOL 0.00 00 00 00 00 00 00 00 00 00 00 00 .00 00 00 00 00 00 00 00 00 .00 00 00 00 Hour —OCSD Available Flow —130 MGD GWRS Feed Flow Equalization Tanks for GWRS Initial Expansion moon&= • 1 ir—PT'�\1_'4� I ��- 1.c. - � `LL � s. c ' �� I Goals of Study Develop GWRS Final Expansion Implementation Plan Identify future water recycling opportunities beyond GWRS Pursue grant opportunities ® G W R S General Manager's Recommendations Approve a budget increase of $450,000, increasing the total amount not to exceed $3,250,000; Approve a Professional Services Agreement with CDM Smith, Inc., to provide Engineering Services for Effluent Reuse Study, Project SP-173, for an amount not to exceed $2,008,510 Approve a contingency of $200,850 ( 10%); and, Authorize staff to negotiate a cost-sharing agreement with the Orange County Water District for future Board approval. i 1 - - OPERATIONS COMMITTEE Meeting Date TOBd.oDir. 04/01/15 04/22/15 AGENDA REPORT Item Number Item Number 8 11 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: SOUTH PERIMETER SECURITY & STORM WATER IMPROVEMENTS AT PLANT NO. 1, PROJECT NO. P1-125 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Design Services Agreement with AECOM to provide engineering design services for the South Perimeter Security & Storm Water Improvements at Plant No. 1, Project No. 131-125, for an amount not to exceed $567,003; and B. Approve a contingency of$56,700 (10%). SUMMARY This project will construct a new wall, entry/exit gates and add security enhancements to Plant No. 1 southern perimeter. The storm water along this perimeter exits at various locations from this property. This project will ensure that all storm water captured on Plant No. 1 property will not leave the site per new regulatory requirements. Plant No. 1 has potable water connections from the City of Fountain Valley (City) along Garfield Avenue for the Engineering and Construction trailer complex at the southwest corner. These connections along Garfield Avenue require an air gap that does not exist. A new water pipe will be installed and connected to the existing Plant No. 1 potable water loop, and then physically sever the direct connection to the City's system along Garfield Avenue. The Orange County Sanitation District (Sanitation District) advertised a Request for Proposal in October, 2014, and four proposals were received. Based on the overall qualifications and expertise, staff recommends awarding a Professional Design Services Agreement to AECOM. The evaluation and selection process is based on procedures pursuant to the California Government Code requiring the Sanitation District to select "the best qualified firm" for architectural and engineering services and to negotiate a "fair and reasonable" fee with that firm. PRIOR COMMITTEE/BOARD ACTIONS N/A Page 1 of 4 ADDITIONAL INFORMATION General Staff retained Pinkerton to perform a security risk assessment of the plant facilities. The risk assessment report recommended improving the perimeter security by upgrading the gate systems. The Pinkerton report also recommends increasing the height of the gates and wall/fence lines particularly along the Plant No. 1 southern perimeter. The City of Fountain Valley shall approve all fencing and screening features per Specific Plan requirement. In order to meet the goals set for the facility's NPDES permit that is issued by the California Regional Water Quality Control Board, all storm water conveyance will be engineered so it does not leave the site. The City has requested that the Sanitation District disconnect the potable water connection as soon as possible since they have no control of the lines once they are inside of Plant No. 1 and there is no air gap to protect the supply. This is a reasonable request from the City since public health codes dictate that all public water supplies be physically separated by an air gap before entering a sewage treatment plant. Plant No. 1 has an air gap and pump station at the northeast corner of the facility. This connection to the Engineering and Construction trailer complex was not an issue in the past. However, the recent expansion of the Ground Water Replenishment system has installed facilities that are adjacent to the trailer complex. Request for Proposal: A Request for Proposal which describes the Consultant's Scope of Work required for this project was advertised on October 23, 2014. As a result, proposals were received from Civil Source, AKM, Lee & Ro, and AECOM on December 10, 2014. A Staff Evaluation Committee consisting of six representatives from the Engineering and Operations Departments reviewed and ranked each of the proposals in accordance with the evaluation process set forth in Sanitation District Board of Directors' Ordinance No. OCSD44. A representative from the Contracts Administration Division participated in the evaluation process as a non-voting member. The proposals were evaluated according to the following criteria: (1) project understanding and approach; (2) applicable related project experience; and (3) project team and staff qualifications. After reviewing and scoring the proposals, the Consultant firms were ranked according to the score achieved. The Evaluation Committee short-listed and interviewed the top two proposing firms to meet the key team members and further evaluate the firms' proposals. Pursuant to the results of the interview, the Evaluation Committee selected AECOM as the top-ranked firm as shown in Table 1. Page 2 of 4 TABLE 1 PROPOSAL EVALUATION' Consultant Evaluator AECOM Lee & Ro Reviewer A 1 2 Reviewer B 1 2 Reviewer C 1 2 Reviewer D 2 1 Reviewer E 1 2 Overall Ranking 1 2 Proposal Fee $594,848 Negotiated Fee Proposal $567,003 ' Based on scores after interview AECOM was ranked highest by the Evaluation Committee. Both proposals were accompanied by a sealed fee proposal estimate. The fee proposal of the highest ranked firm was opened after the proposals were evaluated and a top-ranked firm was selected in accordance with Sanitation District Ordinance No. OCSD44. Staff conducted negotiations with AECOM to clarify the requirements of the Scope of Work and their proposed work effort. During the negotiation meetings, the project Scope of Work, level of effort, and assumptions were discussed and clarified as required for the completion of the Scope of Work for the project. As a result of these negotiations, AECOM submitted a revised fee proposal. Based on the above, staff determined the final cost proposal to be fair and reasonable for the Scope of Work and recommends awarding the Professional Design Services Agreement to AECOM. CEQA Notice of Exemption was filed on July 28, 2014. BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with the authority levels in the Sanitation District's Purchasing Ordinance. This item has been budgeted (Line item: FY 2014-15, Section 8, Page 122) and the project budget is sufficient for the recommended action. Page 3 of 4 ATTACHMENT The following attechment(s) maybe viewed on-line at the OCSD website(www.ocsd.com) with the complete agenda package: Professional Design Services Agreement AN:dm:gc Page 4 of 4 PROFESSIONAL DESIGN SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 22no day of April, 2015 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and AECOM, for purposes of this Agreement hereinafter referred to as "CONSULTANT'. WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT for South Perimeter Security & Storm Water Improvements at Plant No. 1, Project No. P1-125; and to provide Design services for demolition and construction of a new south perimeter security wall including gates, security enhancements, associated landscaping, and will also address all storm water issues on the southern perimeter of Plant No. 1 and provide a new water supply to the Engineering Trailer Complex and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select a CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on April 22, 2015 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee pursuant to SANITATION DISTRICT Board of Directors' Ordinance No. OCSD-44 to approve this Agreement between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as Attachment"A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications, and other services furnished by the CONSULTANT under this Agreement, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. PDSA PROJECT NO.P1-125 Conformed 042215 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 1 of 19 B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the standards of best engineering practice for clarity, uniformity, and completeness. CONSULTANT shall respond to all comments, suggestions, and recommendations on the SANITATION DISTRICT's review comment sheets (i.e. DS1, DS2 and DS3). All comments shall be incorporated into the design prior to the next submittal deadline or addressed, in writing, as to why the comment has not been incorporated. CONSULTANT shall ensure that each submittal is one hundred percent (100%)accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that work is not performed to the satisfaction of the SANITATION DISTRICT and does not conform to the requirements of this Agreement or any applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All CAD drawings, figures, and other work shall be produced by CONSULTANT and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CAD work from any other non-standard CAD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of 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 SANITATION DISTRICT. E. The CONSULTANT shall ensure that all plans and specifications prepared, or recommended under this Agreement allow for competitive bidding. The CONSULTANT shall design such plans or specifications so that procurement of services, labor or materials are not available from only one source, and shall not design plans and specifications around a single or specific product, piece of major equipment or machinery, a specific patented design or a proprietary process, unless required by principles of sound engineering practice and supported by a written justification that has been approved in writing by the SANITATION DISTRICT. The CONSULTANT shall submit this written justification to the SANITATION DISTRICT prior to beginning work on such plans and specifications. Whenever the CONSULTANT recommends a specific product or equipment for competitive procurement, such recommendation shall include at least two (2) brand names of products that are capable of meeting the PDSA PROJECT NO.P1-125 Conformed 042215 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 2 of 19 functional requirements applicable to the project. F. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that (a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, (b)subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Five Hundred Sixty- Seven Thousand Three Dollars ($567,003.00). 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 Suboonsultants 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 PDSA PROJECT NO.P1-125 Conformed 042215 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 3 of 19 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. E. Suboonsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with 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 the attached 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. 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 htti)://www.gsa.goy/portal/category/l 04711#. PDSA PROJECT NO.P1-125 Conformed 042215 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 4 of 19 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 general 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 meals 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. H. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed 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. PDSA PROJECT NO.P1-125 Conformed 042215 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 5 of 19 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. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 -AUDIT PROVISIONS. B. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2- COMPENSATION hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project element work performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of 100% of the invoiced amount on a per-project-element basis. If the SANITATION DISTRICT determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element. He may, at his discretion, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each project element or the project in its entirety. 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 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 PDSA PROJECT NO.P1-125 Conformed 042215 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 6 of 19 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, 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 e) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES 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. 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 PDSA PROJECT NO.P1-125 Conformed 042215 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 7 of 19 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. 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 general public upon request, provided the public request is made through the SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the DIR. 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(3). 6. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS A. Ownership of Documents for the Professional Services performed. All documents, including but not limited to, original plans, studies, sketches, drawings, computer printouts and disk files, and specifications prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the plans or specifications, where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 7. 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 PDSA PROJECT NO.P1-125 Conformed 042215 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 8 of 19 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 Dollars ($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. 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 One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. PDSA PROJECT NO.P1-125 Conformed 042215 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 9 of 19 E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of 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. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Two Million Dollars ($2,000,000)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. 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. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original PDSA PROJECT NO.P1-125 Conformed 042215 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 10 of 19 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 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25 (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, Div. 260, 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. PDSA PROJECT NO.P1-125 Conformed 042215 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 11 of 19 I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. O. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 8. SCOPECHANGES In the event of a change in the Scope of Work, requested by 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 PDSA PROJECT NO.P1-125 Conformed 042215 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 12 of 19 CONSULTANT's fees. 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each Subconsultant and each CONSULTANT's project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant on a per-project-element basis, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's personnel 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 requires the services of a registered engineer. Such services hereunder will be performed under the direct supervision of registered engineers. 11. 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 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 PDSA PROJECT NO.P1-125 Conformed 042215 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 13 of 19 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. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of the SANITATION DISTRICT. 13. 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. Notices shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Larry Roberson, Senior Contracts Administrator Copy: Adam Nazaroff, Project Manager Notices shall be mailed to CONSULTANT at: AECOM 999 West Town and Country Road Orange, CA 92868 Attention: Marcus Millett, Project Manager All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT's staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 14. TERMINATION The SANITATION DISTRICT may terminate this Agreement at any time, without cause, upon giving 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 30 days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. PDSA PROJECT NO.P1-125 Conformed 042215 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 14 of 19 Notice of termination shall be mailed to the SANITATION DISTRICT and/or CONSULTANT in accordance with Section 13- NOTICES. 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by the SANITATION DISTRICT. 16. COMPLIANCE CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. 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 agreements for that party. 18. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or 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 it may be entitled. 20. PROGRESS REPORTS Monthly progress reports shall be submitted for review by the tenth day of the following month and must include as a minimum: 1) current activities, 2)future activities, 3) potential items that are not included in the Scope of Work, 4) concerns and possible delays, 5) percentage of completion, and 6) budget status. 21. WARRANTY PDSA PROJECT NO.P1-125 Conformed 042215 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 15 of 19 CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. 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 PDSA PROJECT NO.P1-125 Conformed 042215 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 16 of 19 of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. CONSULTANT PERFORMANCE The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the SANITATION DISTRICT and may be considered in future CONSULTANT selection processes. 25. COMPLIANCE WITH OCSD POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all OCSD policies and procedures including the Safety Manual, as applicable, all of which 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 PDSA PROJECT NO.P1-125 Conformed 042215 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 17 of 19 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 this 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. 27. 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. 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: AECOM By Date Printed Name &Title PDSA PROJECT NO.P1-125 Conformed 042215 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 18 of 19 ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Clerk of the Board Date By Contracts, Purchasing and Date Materials Management Division Manager Attachments: Attachment"A"—Scope of Work Attachment"B"—Labor Hour Matrix Attachment"C"—Conflict of Interest Disclaimer Attachment"D"—Allowable Direct Costs Attachment"E"—Fee Proposal Attachment"F"— NOT USED Attachment"G"—Acknowledgement of PDSA Attachment"H"—NOT USED Attachment"I"—Cost Matrix and Summary Attachment"J"—Acknowledgement of Addenda Receipt Attachment"W'—Hourly Rate Schedule for Minor Subconsultant Attachment"L"—OCSD Safety Standards (ocsd.com/opengov/safety-and- human-resources-policy) LDR:ms PDSA PROJECT NO.P1-125 Conformed 042215 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 19 of 19 ITEM NO.12 MINUTES OF THE ADMINISTRATION COMMITTEE Orange County Sanitation District Wednesday, April 8, 2015, at 5:30 P.M. A regular meeting of the Administration Committee of the Orange County Sanitation District was called to order by Committee Chair Withers on April 8, 2015, at 5:30 p.m., in the Administration Building of the Orange County Sanitation District. Director Ferryman led the Flag Salute. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: John Withers, Chair Jim Herberg, General Manager Keith Curry, Vice-Chair Bob Ghirelli, Assistant General Manager Steven Choi Lorenzo Tyner, Director of Finance Tyler Diep &Administrative Services James Ferryman Ed Torres, Director of Operations and Greg Mills Maintenance Glenn Parker Kelly Lore, Acting Clerk of the Board Erik Peterson (Alternate) Mike White Teresa Smith Marc Dubois Sal Tinajero Norbert Gaia John Nielsen, Board Vice-Chair Al Garcia Rebecca Long COMMITTEE MEMBERS ABSENT: Mike Puccio Peter Kim Tom Beamish, Board Chair OTHERS PRESENT: Brad Hogin, General Counsel PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Committee Chair Withers did not provide a report. REPORT OF GENERAL MANAGER: General Manager, Jim Herberg, reported that he and Mike Marcus, General Manager of Orange County Water District (OCWD) were interviewed for Newsweek regarding an 04/oa/2015 Administration Committee Minutes Page 1 of 4 article they will be running on the drought and in particular how our two agencies are working together, in partnership, to recycle more water. He updated the Committee on current flows and the beginning of expansion of the Groundwater Replenishment System, which will take place in the next few weeks and will maximize the amount of recycling. Director of Engineering, Rob Thompson is speaking tonight in Newport Beach at "Speak Up Newport", updating the forum on the progress of the construction on Coast Highway. Mr. Herberg stated that we appear to be on schedule to have construction crews out of the area by May 22n1, in preparation for the summer crowds. REPORT OF DIRECTOR OF FINANCE AND ADMINISTRATIVE SERVICES: Director of Finance and Administrative Services, Lorenzo Tyner did not provide a report. CONSENT CALENDAR: 1. MOVED, SECONDED and DULY CARRIED TO: Approve Minutes of the March 11, 2015, Administration Committee Meeting. AYES: Choi, Curry, Diep, Ferryman, Kim, Mills, Nielsen, Parker, Peterson (Alternate) Smith, and Withers NOES: None ABSTENTIONS: None ABSENT: Beamish, Kim and Tinajero Director Tinajero arrived at 5:39 p.m. INFORMATION ITEMS: 2. Procurement Process Contracts and Purchasing Manager, Marc Dubois provided a PowerPoint Presentation regarding: OCSD Contracts and Purchasing; Ethics in Public Procurement; Professional Design Services; Public Works Construction; goods and services; tools used to procure; Notice inviting bids; sole sources; RFI's; Request for Proposal Process and approval thresholds. Questions were answered by Mr. Dubois regarding, staff time spent ranking; types of sole sources; best values; advantage (if any) of past contractors who have worked for the district; conflicts with state v. district policies; retentions; low bidders credibility; verification of licensed contractors and prevailing wage. Director Diep departed at 6:00 p.m. 04/oa/2015 Administration Committee Minutes Page 2 of 4 3. OCSD Budget Update FY 2015-16 Controller, Mike White provided a PowerPoint Presentation regarding the proposed update to Operational Line Item Budget FY 2015-16 including: proposed staffing levels, decreased benefit costs; operating materials and supplies expenses; other major category cost increases and decreases. Director of Finance and Adminstrative Services, Lorenzo Tyner stated that this is the second year of a 2-year adopted budget and any changes are being brought to the attention of the Board. Questions were answered by Mr. White and Mr. Tyner regarding potable water and disinfection costs. 4. Capital Improvement Program (CIP) Update Engineering Manager Mike Puccio provided an informative PowerPoint presentation regarding the Capital Improvement Program Update which included: 50 active projects and costs; completion & design of past major projects; the design of eight new major projects; cumulative change order rate; program non- construction costs; engineering cash flow performance and FY 2014-15 Capital Improvement Program accomplishments. Questions were answered by Mr. Puccio and Mr. Herberg regarding: Local sewer lines v. district sewer lines; age of sewer system; 175 miles of sewers in the city of Tustin which will be transferred to the EOCWD; Capital Improvement Program 100 year cash flow plan, 10-year detailed program, 20-year cash flow that effects rates; annual validation process; 7-year cycle to televise condition of sewer; detection of leaks or cracks; sludge development; sewer system management plan (SSMP); possible methane gas generated and breathing of sewers through manholes. 5. Status Update of 2015-16 Insurance Renewals There was no presenation on this item, and no questions asked of the report. Mr. Tyner stated that there would be an additional information regarding Earthquake Insurance presented at next month's meeting. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. 04/oa/2015 Administration Committee Minutes Page 3 of 4 ADJOURNMENT: Committee Chair Withers declared the meeting adjourned at 6:35 p.m., to the next regularly scheduled meeting of May 12, 2015 at 5:30 p.m. Submitted by: Kelly A. Lore Clerk of the Board 04/oa/2015 Administration Committee Minutes Page 4 of 4 ITEM NO. 13A MINUTES OF THE STEERING COMMITTEE Orange County Sanitation District Wednesday, March 25, 2015 at 5:00 p.m. A regular meeting of the Steering Committee of the Orange County Sanitation District was called to order by Chair Beamish on Wednesday, March 25, 2015 at 5:05 p.m. in the Administration Building of the Orange County Sanitation District. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Tom Beamish, Chair Jim Herberg, General Manager John Nielsen, Vice-Chair Bob Ghirelli, Assistant General Greg Sebourn, Operations Committee Manager Chair Rob Thompson, Director of John Withers, Administration Engineering Committee Chair Lorenzo Tyner, Director of Finance & Keith Curry, Member-At-Large Administrative Services David Shawver, Member-At-Large Ed Torres, Director of Operations & Maintenance COMMITTEE MEMBERS ABSENT: Nick Arhontes, Director of Facility Steve Jones, Member-At-Large Support Services Kelly A. Lore, Acting Clerk of the Board Jennifer Cabral Norbert Gaia Al Garcia Andrew Nau Rich Spencer OTHERS PRESENT: Brad Hogin, General Counsel Steve Filarsky, Consultant PUBLIC COMMENTS: None. REPORTS: Vice-Chair Nielsen reported on the Legislative and Public Affairs Committee meeting including current legislation that is pending and possible grant funding. 03/25/2015 Steering Committee Minutes Page 1 d4 Chair Beamish reported that he, Vice-Chair Nielsen, General Manager Herberg, and Public Affairs Specialist Rebecca Long attended Washington D.C. Lobby Days on March 17-19 where they met with various congressional staff. Chair Beamish will provide more detail at the Board Meeting. General Manager Herberg reported on highlights from his Monthly report including: Governance Finance Officers Award; 2014 Outstanding Wastewater Treatment Project in State of California; OCEC Outstanding Engineer of Merit (Mike Lahlou); Cessation of Disinfection effective March 17; Budget processes; WEROC Survey of Local Waterwater system capabilities in major power outage; Hydrogen fueling station agreement; Class and compensation study to be completed by 12/31/15 and medical reopener with bargaining units. Director Curry arrived at 5:07 p.m. CONSENT CALENDAR: 1. MOVED, SECONDED, AND DULY CARRIED TO: A. Approve Minutes of the February 25, 2015 Special Steering Committee Meeting; and B. Approve Minutes of the February 25, 2015 Regular Steering Committee Meeting. AYES: Beamish, Curry, Nielsen, Seboum, Shawver and Withers NOES: None ABSTENTIONS: None ABSENT: Jones NON-CONSENT CALENDAR: 2. Recommend to the Board of Directors to: A. Adopt Resolution No. OCSD 15-08, entitled "A Resolution of the Board of Directors of the Orange County Sanitation District approving and authorizing the application for the WaterSMART Title XVI Water Grant Funds and the Execution of Grant Documents with the United Stated Department of the Interior, Bureau of Reclamation," and B. Authorizing financial and legal commitment of funding agreement and OS/25/2015 Steering Committee Minutes Page 2 of 4 related documents for funding under the U.S. Bureau of Reclamation, Water 2025, and directing staff to apply for a grant up to $450,000 for the Effluent Reuse Study, Project No. SP-173. AYES: Beamish, Curry, Nielsen, Seboum, Shawver and Withers NOES: None ABSTENTIONS: None ABSENT: Jones INFORMATION ITEMS None. CLOSED SESSION CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS: 54956.9(d)(1); 54956.9(d)(2); 54956.9(d)(4); and 54957.6 The Committee convened in closed session at 5:17 p.m. to discuss four items. Confidential minutes of the Closed Session have been prepared in accordance with the above Government Code Sections and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Meetings. RECONVENED IN REGULAR SESSION: The Committee reconvened in regular session at 5:24 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. 03/25/2015 Steering Committee Minutes Page 3 of 4 ADJOURNMENT: The Chair declared the meeting adjourned at 5:26 p.m. to the next Steering Committee meeting to be held on Wednesday, April 22, 2015 at 5:00 p.m. Submitted by: Kelly A. Lore Clerk of the Board OS/25/2015 Steering Committee Minutes Page 4 of 4 ITEM NO. 13B MINUTES OF THE STEERING COMMITTEE SPECIAL MEETING Orange County Sanitation District A Special Meeting of the Steering Committee of the Orange County Sanitation District was called to order by Chair Beamish on Friday, March 27, 2015 at 9:33 a.m. in the Administration Building of the Orange County Sanitation District. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT Tom Beamish, Chair Bob Ghirelli, Assistant General John Nielsen, Vice-Chair Manager Greg Sebourn, Operations Committee Kelly A. Lore, Acting Clerk of the Board Chair Jana Botzheim Keith Curry, Member-At-Large Jim Colston, Manager Steve Jones, Member-At-Large Norbert Gaia David Shawver, Member-At-Large Al Garcia Ted Gerber Roya Sohanaki COMMITTEE MEMBERS ABSENT: John Withers, Administration Committee Chair OTHERS PRESENT: Kathy Jenson, Rutan and Tucker, Independent Counsel to Steering Committee Melissa Thorme, Downey Brand Special Prosecutor for OCSD Matthew Kaplan, Tucker Ellis LLP, Counsel for Klean Waters, Tim Miller and Shaun Miller Shaun Miller, Klean Waters, General Manager Tim Miller, Klean Waters, General Manager Deborah Blanchet, Court Reporter, Golkow T&C PUBLIC COMMENT: None. Minutes of the SPECIAL Steering Committee Meeting March 27,2015 Page 2 of 4 Chair Beamish encouraged the Committee to give their undivided attention to all parties during the hearing; avoid sidebar discussions and use of electronic devices; keep an open mind until the presentations are completed; direct any questions of the attorney's through the Chair by raising of hand; and be mindful of the court reporter, so one person should speak at a time, and speak clearly. NON-CONSENT CALENDAR: Chair Beamish declared that the Committee would first address the March 23, 2015, Motion for Continuance and appointment of new Steering Committee Members to hear its appeal as submitted by the Respondent, Klean Waters, Inc., Tim Miller and Shaun Miller. 1. MOVED, SECONDED AND DULY CARRIED TO: Deny the Motion for Continuance and appointment of new Steering Committee Members to hear its appeal as submitted by the Respondent, Klean Waters, Inc., Tim Miller and Shaun Miller. AYES: Beamish, Curry and Jones, Nielsen, Sebourn and Shawver NOES: None ABSTENTIONS: None ABSENT: Withers Mr. Kaplan stated two objections for the record on this motion and the motion to strike the prosecution team's irrelevant late filed evidence. Melissa Thorme, Downey Brand, Special Prosecutor for OCSD, began her presentation with PowerPoint which was also provided in hard copy to the Committee and filed with the Clerk. Ms. Thorme concluded her presentation and answered questions from the Committee. The meeting was recessed at 10:22 a.m. The meeting reconvened at 10:32 a.m. Ms. Thorme again fielded questions for another 14 minutes. Matthew Kaplan, Tucker Ellis LLP, Counsel for Klean Waters, Tim Miller and Shaun Miller, began his presentation with a PowerPoint which was also provided in hard copy to the Committee and filed with the Clerk. Minutes of the SPECIAL Steering Committee Meeting March 27,2015 Page 3 of 4 The meeting was recessed at 12:49 p.m. The meeting reconvened at 12:55 p.m. Mr. Kaplan concluded his presentation and answered questions from the Committee. The meeting was recessed at 1:03 p.m The meeting reconvened at 1:38 p.m. Ms. Thorme proceeded with her rebuttal and again answered questions from the committee. She then concluded her rebuttal. The meeting was recessed at 2:42 p.m. The meeting reconvened at 2:50 p.m. Chair Beamish stated that Director Jones had to leave the meeting at 3:30 p.m. but there should be no time constraints; that this could be continued to another date; and so there is no need to rush a decision. 2. MOVED, SECONDED AND DULY CARRIED TO: Accept all documents submitted prior to March 271h in the matter of Klean Waters, Inc., Tim Miller and Shaun Miller. AYES: Beamish, Curry and Jones, Nielsen, Sebourn and Shawver NOES: None ABSTENTIONS: None ABSENT: Withers Deliberations began amongst the committee. Mr. Beamish asked the Court Reporter when the transcript of today's proceeding could be made available, to which it was decided to expedite the order and make it available on Monday, March 30". The committee asked for clarification on a few exhibits, data and specific dates. Director Shawver suggested addressing each count, determining the Committee's position on each of those, then address the fees after the determination of guilt. Discussion ensued. Minutes of the SPECIAL Steering Committee Meeting March 27, 2015 Page 4 of 4 3. MOVED, SECONDED AND DULY CARRIED TO: Continue the meeting to a date uncertain at this time. AYES: Beamish, Curry and Jones, Nielsen, Sebourn and Shawver NOES: None ABSTENTIONS: None ABSENT: Withers The committee discussed the various dates and times available and agreed on Friday, April 10, 2015 at 9:30 a.m. The committee requested that Ms. Jenson provide them, no later than next week, some kind of synopsis/process sheet listing the decisions that needed to be made. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: The Chair declared the meeting adjourned at 3:29 p.m. to a Special Steering Committee meeting to be held, April 10, 2015 at 9:30 a.m. Submitted by: Kelly A. Lore Clerk of the Board ITEM NO. 13C MINUTES OF THE STEERING COMMITTEE SPECIAL MEETING Orange County Sanitation District A Special Meeting of the Steering Committee of the Orange County Sanitation District was called to order by Chair Beamish on Friday, April 10, 2015 at 9:31 a.m. in the Administration Building of the Orange County Sanitation District. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT Tom Beamish, Chair Bob Ghirelli, Assistant General Greg Sebourn, Operations Committee Manager Chair Kelly A. Lore, Acting Clerk of the Board Keith Curry, Member-At-Large Jana Botzheim Steve Jones, Member-At-Large Jim Colston, Environmental Affairs David Shawver, Member-At-Large Manager Mark Manso Al Garcia COMMITTEE MEMBERS ABSENT: Ted Gerber John Nielsen, Vice-Chair Roya Sohanaki John Withers, Administration Committee Chair OTHERS PRESENT: Kathy Jenson, Rutan and Tucker, Independent Counsel to Steering Committee Melissa Thorme, Downey Brand Special Prosecutor for OCSD Matthew Kaplan, Tucker Ellis LLP, Counsel for Klean Waters, Tim Miller and Shaun Miller Shaun Miller, Klean Waters, General Manager Tim Miller, Klean Waters, General Manager Deborah Blanchet, Court Reporter, Golkow T&C PUBLIC COMMENT: None. Minutes of the SPECIAL Steering Committee Meeting April 10, 2015 Page 2 of 4 Introductions of the parties were made. Chair Beamish encouraged the Committee to give their undivided attention to all parties during deliberations; avoid sidebar discussions and use of electronic devices; keep an open mind until the presentations are completed; direct any questions of the attorney's through the Chair by raising of hand; and be mindful of the court reporter, so one person should speak at a time, and speak clearly. Ms. Jenson, Rutan and Tucker, Independent Counsel to Steering Committee, stated a correction to the Deliberation worksheet should be made as she misinterpreted that District's Exhibit No. 3 was submitted by the applicant, when it was actually prepared by the District. She also noted a typographical error on Page 3, in the chart, second column, the third entry down, the date 6/1 712 0 1 4 should actually be 6/11/2014. Mr. Kaplan, Tucker Ellis LLP, Counsel for Klean Waters, Tim Miller and Shaun Miller, questioned the absence of Vice-Chair Nielsen. Chair Beamish stated that Vice-Chair Nielsen will no longer have any part in this process. Mr. Kaplan stated his objection as he feels this entire matter has to be decided by a single body. Ms. Thorme, Downey Brand, Special Prosecutor for OCSD, stated for the record the changes that she felt should be made to the Deliberation Worksheet, and address other emails that had transpired after the posting of the agenda. Mr. Kaplan objected to the worksheet and its introduction here, believing it violates due process, and objected further to Ms. Thorme's further argument. Chair Beamish stated that all the objections were noted but that the Steering Committee would base their decision on the evidence. Deliberations began amongst the committee. During deliberations, the following objections were made: • Mr. Kaplan objected to the participation and characterization of the officers. • Regarding Count 2 - Mr. Kaplan objected because the deliberations seem to be assuming that the fine is $5,000. He stated that it requires consideration of up to and factors that are statutorily defined, and he had not heard any discussion about those factors in setting a fine. • Regarding Count 2 - Ms. Thorme objected that there are things that need to be considered, including the health benefit, and she stated she provided the evidence on that as well, which should be considered. • Regarding Count 3 - Mr. Kaplan objected that deliberations are not address the issues. He stated that the question isn't the authority of the committee, Minutes of the SPECIAL Steering Committee Meeting April 10, 2015 Page 3 of 4 the question is the permit language. • Mr. Kaplan objected that before a written final decision has been adopted or voted on that he stated that his clients' due process has been repeatedly violated throughout this hearing, and that he believes that anyone on the committee who have heard about Klean Waters before this hearing should recuse themselves. • Ms. Thorme asked that due to the fact that the transcript was expedited, that changed be allowed to be made. • Mr. Kaplan objected to any changes being made to the transcript. The consensus of the Committee was as follows: 1. Count 1 — Denial of Inspection and Sampling was affirmed with a penalty of $35,000 for seven violations. 2. Count 2 — Failure to provide pretreatment was affirmed with a penalty of $455,000 for 91 days violated. 3. Count 3 — Acceptance of Waste from outside the District's Service Area was affirmed with a penalty of$160,000 for 32 days violated. 4. Klean Waters, Inc. was found liability. Tim Miller and Shaun Miller were not found personally liable. 5. Industrial Wastewater Discharge Permit No. 52-1-841 was affirmed revoked with each count. The written determination will be considered, delivered and adopted on Thursday, April 16, 2015 at 3:00 p.m. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: The Chair declared the meeting adjourned at 10:18 a.m. to a Special Steering Committee meeting to be held, April 16, 2015 at 3:00 p.m. Minutes of the SPECIAL Steering Committee Meeting April 10, 2015 Page 4 of 4 Submitted by: Kelly A. Lore Clerk of the Board STEERING COMMITTEE Meeting Date TOBA.Of Dir. 04/22/15 o4/zz/1s AGENDA REPORT Item Number Item Nu bar 2 14 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: AMENDED LONG RANGE PROPERTY MANAGEMENT PLAN COMPENSATION AGREEMENT WITH THE CITY OF GARDEN GROVE GENERAL MANAGER'S RECOMMENDATION Approve and authorize the execution of the amended compensation agreement with the City of Garden Grove and other taxing entities within the meaning of Health and Safety Code Section 34180(f), as required by the California Department of Finance. SUMMARY The Orange County Water District (OCWD) has advised the City of Garden Grove that its Board is prohibited by law from entering into the compensation agreement with the City and each of the affected taxing entities due to a contractual conflict of interest possessed by one of its Directors pertaining to Site C. OCWD does not have a conflict problem as it relates to the Vacant Restaurant Parcel. In order that this issue does not further delay the disposition and development of either site, the City is requesting that Affected Taxing Entities approve the removal of OCWD as a party to the agreement by approving the amended agreement. The City and OCWD will enter into a separate stand-alone compensation agreement addressing the Vacant Restaurant Parcel only. PRIOR COMMITTEE/BOARD ACTIONS 2125/15 Board approved long range property management plan compensation agreement with the City of Garden Grove ADDITIONAL INFORMATION The City of Garden Grove (City) is the successor agency to the Garden Grove Agency for Community Development. Pursuant to the long range management plan approved by the Califomia Department of Finance, the City as Successor Agency is required to enter into compensation agreements with other taxing entities in order to transfer two properties to the City. One property is for future development and the second is to market for sale. Page 1 of 2 Staff has worked directly with the City to complete the compensation agreement. Approval of the recommended actions allows the City to move forward with the development and sale of the two properties, respectively. BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A ATTACHMENT The following attachment(s) are attached in hard copy and may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: • Amended Compensation Agreement Page 2 d 2 COMPENSATION AGREEMENT This Compensation Agreement (this "Agreement'), dated for reference purposes as of January 1,2015, is entered into by and among the City of Garden Grove, a municipal corporation (the "City"), and the following local agencies and school districts, each of which is a taxing entity as defined by Health and Safety Code section 34171(k) (collectively, the "Other Taxing Entities" or "OTEs"): *By initialing next to its name, each Party * County of Orange;Orange County Flood Control District; concurs with the removal of Orange Orange County Water District; County Water District as a Party Orange County Sanitation District; to this Agreement. Orange County Vector Control District; Orange County Transportation Authority; Garden Grove Sanitary District; Orange County Superintendent of Schools, on behalf of the Orange County Department of Education; Garden Grove Unified School District; and Rancho Santiago Community College District. In this Agreement, the City and the OTEs may each separately be referred to as a"Party" or a "Taxing Entity" and collectively may be referred to as the "Parties" or the "Taxing Entities." RECITALS A. Prior to February 1, 2012, the Garden Grove Agency for Community Development (herein referred to as the "Former Agency") was a community redevelopment agency duly organized and existing under the California Community Redevelopment Law (Health and Safety Code Sections 33000 et seq.). B. Assembly Bill xl 26, ehaptered and effective June 27, 2011, added Parts 1.8 and 1.85 to Division 24 of the California Health and Safety Code, which caused the dissolution of all. redevelopment agencies and winding down of the affairs of former redevelopment agencies, including as such laws were amended by Assembly Bill 1484, chaptered and effective on June 27,2012(together,the`Dissolution Act'). C. As of February 1, 2012, the Former Agency was dissolved pursuant to the Dissolution Act, and the City of Garden Grove as Successor Agency to the Garden Grove Agency for Community Development(the "Successor Agency") implements the Dissolution Act subject to the review and approval by a seven-member Oversight Board (the "Oversight Board"). D. Health and Safety Code Section 34I80(1) provides that if a city wishes to retain any properties or other assets for future redevelopment activities, it must reach a compensation agreement with the other taxing entities to provide payments to them in proportion to their shares 1049357.1 of the base property tax, as determined by Health and Safety Code Section 34188, for the value of property retained. E. Pursuant to Health and Safety Code Section 34191.5(b), upon the Successor Agency's receipt of a "Finding of Completion" from the California Department of Finance pursuant to Health and Safety Code Section 34179.7, the Successor Agency is required to prepare a long-range property management plan ("LRPMP") to address the use and disposition of the Former Agency's real property assets. If approved by the Oversight Board and the Department of Finance, the LRPMP may provide for, among other things, the retention of such property for future development and/or transfer of such property to the City for such purposes. Pursuant to Health and Safety Code section 34191.3, the approved LRPMP shall govern, and supersede all other provisions relating to, the disposition and use of all the real property assets of the Former Agency. R On May 15, 2013, pursuant to Health and Safety Code Section 34179.7, the Successor Agency received a Finding of Completion from the Department of Finance. G. On May 29, 2013, pursuant to Health and Safety Code Section 34191.5, the Successor Agency submitted a LRPMP, approved by the Oversight Board, to the Department of Finance. On December 11, 2013, the Successor Agency submitted a revised LRPMP, approved by the Oversight Board, to the Department of Finance. The revised LRPMP provides for the transfer of certain properties from the Successor Agency to the City for future development pursuant to Health and Safety Code Sections 34191.5(c)(2)(A) and 34191.5(c)(2)(B). These properties comprise two sites referred to respectively in the LRPMP and this Agreement as "Site C" and the "Vacant Restaurant Property," which are more completely described below. H. In response to a written request by the Department of Finance made in connection with its review of the revised LRPMP, on February 25, 2014, the Oversight Board adopted Resolution No. 31-14 approving certain revisions to the LRPMP. Resolution No. 31-14 provides that the Successor Agency will verify that compensation agreements between the City and the other taxing entities are in place and executed prior to the transfer of Site C and the Vacant Restaurant Property to the City. I. On March 7, 2014, the Department of Finance approved the revised LRPMP, as revised pursuant to Oversight Board Resolution No. 31-14. I. Site C consists of several generally contiguous parcels on or near Harbor Boulevard within the City's resort district, which are entitled for the development and operation of a resort hotel, retail, and entertainment project. The property comprising Site C is subject to that certain Grove District Resort Hotel Development Agreement between the City and Land & Design, Inc., or any approved affiliate,assignee or successor thereto permitted by the Agreement (the "Developer"), dated April 9, 2013 (the "Site C Agreement"), providing for the development and operation of a project on Site C generally consisting of a combination of hotels, retail, restaurant, and entertainment venues, and related parking facilities. Pursuant to the Site C Agreement, the Developer is required to construct and operate the entitled resort hotel project in consideration for the City providing specified economic assistance necessary to fund the economic feasibility gap of the project, including conveyance of Site C to the Developer at no IN9357.1 cost. In conjunction with its approval of the Site C Agreement, the City Council considered an economic evaluation of the proposed project prepared by Horwath HTL, LLC, which concluded that the project's development costs compared to the estimated income and development values reasonably expected from the project generates a negative residual land value, or financial feasibility gap, of approximately $31.5 million, inclusive of City assistance in the forth of conveyance of Site C at no cost to Developer. The Parties anticipate that the development and operation of the project pursuant to the Site C Agreement will result in significant additional future property tax revenue to the Taxing Entities, the net present value of which is no less than what would otherwise be distributed to the Taxing Entities pursuant to Health and Safety Code Section 34180(1) if not for the development and operation of the project pursuant to the Site C Agreement. K. The Vacant Restaurant Property, which is located at 12361 Chapman Avenue in the City of Garden Grove, and currently identified as Assessor's Parcel No. 233.171-23, is comprised of a 20,908 square foot parcel containing a 10,800 square foot building that formerly housed a restaurant. Upon transfer to the City,the City intends to continue to market the Vacant Restaurant Property for sale to a restaurant operator in accordance with Government Code Section 52201. L. The Parties intend by this Agreement to satisfy the provisions of the approved LRPMP, Oversight Board Resolution No. 31-14, and Health and Safety Code Section 34180(f), and to provide for payment to the Taxing Entities of their proportionate shares of the net proceeds, if any, to be received by the City in connection with the future disposition of Site C and the Vacant Restaurant Property by the City. NOW THEREFORE, in consideration of the foregoing recitals and the mutual promises contained in this Agreement,the Parties agree as follows: AGREEMENT 1. Incorporation of Recitals. The foregoing recitals are true and correct and hereby incorporated herein by reference. 2. Definitions. The following definitions shall apply in this Agreement: (a) "Disposition Proceeds" means the net proceeds, if any, actually received by the City in exchange for the conveyance of fee title or a leasehold interest in Site C and/or the Vacant Restaurant Property. For purposes of this definition,the term "net proceeds" shall mean sales proceeds paid by a buyer directly to City or into escrow, minus sums paid or withheld by escrow for broker and/or agent sales commissions, closing costs, escrow fees, title insurance premiums, applicable taxes, and any other similar fees and costs customarily allocated to the seller of commercial property. The Disposition Proceeds represent the Parties' agreed-upon value of Site C and the Vacant Restaurant Property pursuant to Health and Safety Code Section 34180(f). 1049357.1 (b) "Each Taxing Entity's Proportionate Share of the Disposition Proceeds" means each Taxing Entity's proportionate share of the Disposition Proceeds, as determined pursuant to Health and Safety Code Section 34188. 3. Compensation Agreement. This Agreement constitutes a "compensation agreement" between the City and the Other Taxing Entities within the meaning of Health and Safety Code Section 34180(f). 4. Disposition of Site C and Vacant Restaurant Property by Citv. (a) Disposition of the Vacant Restaurant Property. The City shall use best efforts to market and expeditiously dispose of the Vacant Restaurant Property and shall comply with all applicable law, including, to the extent applicable, Government Code Section 52201. Unless otherwise mutually agreed by all of the Taxing Entities through an amendment to this Agreement, if the City's disposition of the Vacant Restaurant Property occurs after January 1, 2018, or such other date mutually agreed upon amongst the Parties, such disposition shall be at no less than fair market value,as presently zoned, as determined by an appraisal performed by an appraiser mutually acceptable to all of the Parties. In the event that the City disposes of the Vacant Restaurant Parcel for nominal or no consideration, Parties shall have an appraisal performed by a mutually agreed upon appraiser, at the City's cost, to determine the appraised value of the Vacant Restaurant Parcel and the City shall remit an amount equal to the appraised value to the Orange County Auditor-Controller for determination and distribution of the Each Taxing Entity's Proportionate Share of the Disposition Proceeds. In the event a rezoning of the Vacant Restaurant Property, or its surrounding area, results in a higher market value of the Property, the Parties acknowledge and agree that the higher market value shall apply for purposes of appraising the value of same and remitting an amount equal such appraised value to the Orange County Auditor-Controller for determination and distribution of the Each Taxing Entity's Proportionate Share of the Disposition Proceeds. (b) Disposition of Site C. (i) The City's disposition of Site C shall comply with all applicable law, including,to the extent applicable, Government Code Section 52201. (ii) City may convey Site C to the Developer pursuant to the Site C Agreement. (iii) City represents that it intends to convey Site C to the Developer pursuant to the Site C Agreement. The Parties acknowledge and understand, however,that City's conveyance of Site C to the Developer pursuant to the Site C Agreement is subject to certain conditions precedent. If, due to a failure of a condition precedent or for any other reason, the City does not convey Site C to the Developer pursuant to the Site C Agreement and the Site C Agreement is terminated, then City shall use best efforts to market and expeditiously dispose of Site C to another developer for development and operation of a similar resort hotel, retail, and entertainment project on W4935r.1 Site C by January 1,2018, In the event the Site C Agreement is terminated and the City has failed to successfully market and dispose of Site C as aforementioned, the City shall, upon mutual agreement amongst the Parties, be granted an additional year to dispose of Site C. If the Site C, however, is not disposed by either January 1, 2018 or the aforementioned extension of time, if applicable, the Parties shall have an appraisal of Site C performed by a mutually agreed upon appraiser, at the City's cost, to determine the value of Site C and expeditiously market and sell the property using the appraised value of the Site C. Upon sale of Site C, the City shall remit the Disposition Proceeds to the Orange County Auditor- Controller for determination and distribution of Each Taxing Entity's Proportionate Share of the Disposition Proceeds. In the event that the City disposes of Site C, after January 1, 2018, or the aforementioned extension of time, if applicable, for nominal or no consideration, Parties shall have an appraisal performed by a mutually agreed upon appraiser, at the City's cost, to determine the appraised value of Site C and the City shall remit an amount equal to the appraised value to the Orange County Auditor- Controller for determination and distribution of the Each Taxing Entity's Proportionate Share of the Disposition. (iv) If, for any reason, fee title to all or a portion of Site C reverts to or is re- vested in the City following conveyance of Site C to the Developer pursuant to the Site C Agreement, but prior to completion of Grove District Resort Hotel Development more particularly described in the Site C Agreement, then, subject to the then existing rights, if any, of third parties, City shall use best efforts to market and expeditiously dispose of such portion of Site C to another developer for development and operation of a similar resort hotel, retail, and entertainment project on Site C by January 1, 2018. In the event of such reversion or re-vesting of fee title to Site C to the City, and the City has not disposed of Site C to another developer as provided in the foregoing sentence within three (3) years after the date of such reversion or re-vesting, then the City shall, upon agreement amongst the Parties, be granted an additional year to dispose of the property. If the Site C, however, is not disposed at the end of the aforementioned three (3) year period, or the aforementioned extension of time, if applicable, the Parties shall have an appraisal of Site C performed by a mutually agreed upon appraiser, at the City's cost, to determine the value of Site C and expeditiously market and sell the property using the appraised value of the Site C. Upon sale of Site C, the City shall remit the Disposition Proceeds to the Orange County Auditor-Controller for determination and distribution of Each Taxing Entity's Proportionate Share of the Disposition Proceeds. Unless otherwise mutually agreed by all of the Taxing Entities through an amendment to this Agreement,if City conveys any re-vested portion of Site C for any purpose other than for development and operation of a similar resort hotel, retail, and entertainment project on Site C, then such conveyance shall be at no less 1049357.1 than fair market value, as determined by an appraisal performed by an appraiser mutually acceptable to all of the Parties. (v) The Parties acknowledge that, upon mutual agreement, this Subsection (b) may be amended to allot the City additional time to dispose of Site C. 5. Payment of Proportionate Share of Disposition Proceeds to Taxing Entities. Within fifteen business (15) days after the City receives Disposition Proceeds, if any, in conjunction with the disposition of either Site C or the Vacant Restaurant Parcel, the City shall remit such Disposition Proceeds to the Orange County Auditor-Controller for determination and distribution to the Taxing Entities of Each Taxing Entity's Proportionate Share of the Disposition Proceeds. 6. Time.Time is of the essence in the performance of this Agreement. 7. Limitation of Liability of Other Taxing Entities to Citv. The OTEs shall not be liable to the City, and the City hereby waives and discharges all claims against the OTEs, for any and all liability, demands, claims, costs, losses, injuries, damages, recoveries, settlements, and expenses (collectively, "Claims') resulting from, or in any way connected with or incidental to, the transfer of title of Site C and/or the Vacant Restaurant Property to the City or the City's management of the Site C and the Vacant Restaurant Property during the term of this Agreement, no matter how caused. This provision shall survive any termination of this Agreement. 8. Indemnification of OTEs by City for Third Party Claims. The City shall indemnify, defend, and hold harmless each OTE and its officers, agents, and employees, from and against any Claims arising out of or related to this Agreement made by the California Department of Finance,the State Controller, and/or any third party not a party to this Agreement. 9. Attorney's Fees. In any action between the Parties to enforce or interpret any of the terns of this Agreement, each Party shall bear its own attorneys' fees and costs. 10. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of California, without regard to conflict of law principles. 11. Entire Agreement. This Agreement contains the entire agreement between the Parties respecting the matters set forth herein, and supersedes all prior agreements between the Parties respecting such matters. 12. Non-liability of Officials and Employees of Parties. No member,official,or employee of any Party shall be personally liable to any other Party, or any successor in interest, in the event of any default or breach of this Agreement or for any amount which may become due hereunder, or on any obligation under the terms of this Agreement. 1049357.1 13. Successors and Assigns. All the terms, provisions and conditions of the Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, assigns and legal representatives. 14. No Third Party Beneficiaries. No person or entity other than the Taxing Entities, and the permitted successors and assigns of each of them, shall be authorized to enforce the provisions of this Agreement. 15. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal,or unenforceable provisions had not been contained herein. 16. No Waiver. No waiver of any term or condition of this Agreement will be a continuing waiver. 17. Counterparts. This Agreement may be executed in counterparts, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and all such counterparts together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto having additional signature pages executed by the other Parties. Any executed counterpart of this Agreement may be delivered to the other Parties facsimile or electronic mail and shall be deemed as binding as if an originally signed counterpart was delivered. SIGNATURES ON FOLLOWING PAGES 1a49357.1 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their duly authorized representatives indicated below. CITY OF GARDEN GROVE,a municipal corporation By: City anger ATTEST: J By: �Ct�_ri Tr Oee.w��10L� e � ✓ Kathleen Bailor City Clerk P;; D AS TO FORM uty City A(lorney City of Garden,Grove DATED: SIGNATURES CONTINUE ON FOLLOWING PAGES IN9357.1 Attachment A The undersigned signatory hereby executes this Agreement on behalf of the County of Orange and each of the following entities and/or funds: ORANGE COUNTY GENERAL FUND ORANGE COUNTY PUBLIC LIBRARY O.C.HARBORS BEACHES AND PARKS CSA 26 EDUCATIONAL REVENUE AUGMENTATION FUND (ERAF) APPROVED AS TO FORM COUNTY COUNSEL, / By: Date: _ S SIGNED AND CERTIFIED THAT A COPY COUNTY OF ORANGE, a political OF THIS DOCUMENT HAS BEEN subdivision of the State of California DELIVERED TO THE CHAIR OF THE. BOARD PER GC§ 25103,RESO. 79-1535 By: t�Ii Chair o Bo of Supervisors Susan Novak Clerk of the Board of Supervisors Orange County California SIGNATURES CONTINUE ON FOLLOWING PAGES 106935/.1 Page 9 of 25 Attachment A APPROVED AS TO FORM COUNTY COUNSEL By: Date: 1 I I DAIS SIGNED AND CERTIFIED THAT A COPY ORANGE COUNTY FLOOD OF THIS DOCUMENT HAS BEEN CONTROL DISTRICT, a body DELIVERED TO THE CHAIR OF THE corporate and politic BOARD PER GC § 25103,RESO.79-1535 By: Jkc6ta f �frChair e B'Ia�of Supervisors Susan Novak Clerk of the Board of Supervisors Orange County California SIGNATURES CONTINUE ON FOLLOWING PAGES 100337.1 Page 10 of 25 ORANGE COUNTY SANITATION DISTRICT By: Name: Tom Beamish Its: Board Chair ATTEST: By: Name: IeIIJA. Lore Its: Acting Clerk of the Board APPROVED AS TO FORM: LEWIS BRISBOIS BISGAARD& SMITH,LLP By: Special Counsel SIGNATURES CONTINUE ON FOLLOWING PAGES 1049317.1 ORANGE COUNTY WATER DISTRICT, a political subdivision of the State of California organized under Chapter 924 of the Statutes of 1933, as amended By: Name: Its: ATTEST: By: Name: Its: APPROVED AS TO FORM: By: Name: Its: SIGNATURES CONTINUE ONFOLLOWING PAGES IN935].1 ORANGE COUNTY MOSQ,UI/TO AND VECTOR CONTROL DISTRICT By: .r Michael Hearst District Manager ATTEST: By: Name: Its: Secretary APPROVd D AS TO FORM: By: el ' Alan R.Burns District Counsel SIGNATURES CONTINUE ON FOLLOWING PAGES 1049357.1 ORANGE COUNTY TRANSPORTATION AUTHORITY, a public entity By: _ Q/ I Darrell J s Chief E t cu be Officer ATTEST: By: Name: Its: APPROVED AS TO FORM: 00, By: Name: ,U/Jmj1 s #- ONIG Its: (7wea4c. Wt�NS� SIGNATURES CONTINUE ONFOLLOWING PAGES IN9]Sl.l GARDEN GROVE SANITARY DISTRICT,a subsidiary special district of the City of Garden Grove By: M� Atlas Kooclee General Manager , rj f c,, -n ATTEST: By: i9-ca.�.�� ' 9-1f1 Kathleen Bailor Secretary APPROVED AS TO FORM JA 5 EGG RT —' D uty City Attomey City of Garden Grove DATED: ;4- !5- SIGNATURES CONTINUE ON FOLLOWING PAGES 1049357.1 ORANGE COUNTY SUPERINTENDENT OF SCHOOLS On behalf of the Orange County Department of Education By: Wendy Binkert,Ed.D. Associate Superintendent for Business Services ATTEST: By: Name: Its: APPROVED AS TO FORM: 9 { By Ronald D.Wenkart General Counsel SIGNATURES CONTINUE ON FOLLOWING PAGES 1049117.1 GARDEN GROVE UNIFIED SCHOOL DISTRICT By: 4 Rick Nal no Assistant Superintendent Business Services ATTEST: By: — Name: Its: APPROVED AS TO FORM: By: _ Name: Its: SIGNATURES CONTINUE ON FOLLOWING PAGE IN9357.1 RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT By: _ Peter J. Hardas is Vice Chancellor Business Operations/Fiscal Services ATTEST: By: Name: Its: APPROVED AS TO FORM: By: Name: Its: 1049355.1 STEERING COMMITTEE Meath,Dale TOBd 0111 ,. 04/22/15 oa/z2/1s Item AGENDA REPORT N Number Item Nu bar 3 Nu Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Arhontes, Director of Facilities Support Services SUBJECT: AMENDMENT TO AGREEMENT WITH EOCWD GENERAL MANAGER'S RECOMMENDATION Approve first amendment to Agreement with East Orange County Water District (EOCWD), relating to the proposed transfer of ownership of local sewers in Service Area 7, and the appropriate reserve balances. SUMMARY OCSD entered into an agreement with EOCWD on February 27, 2014 to transfer ownership and the responsibility for the local sewers in Service Area 7 from OCSD to EOCWD. The Agreement provided a timeline for the completion of the transfer and milestones for the transfer of the reserves for these specific assets. The transfer process requires the approval of the Orange County Local Agency Formation Commission (LAFCO), and, although that process commenced in a timely manner, the LAFCO process has taken longer than both parties anticipated. The parties desire to amend the Agreement to extend the timelines and termination date to reflect the current status of the LAFCO process. Also, the reserves will now be transferred at one time instead of in two installments. We have also added new language to prohibit the diversion of wastewater. This will help us ensure that flows will continue to be routed to OCSD so we can continue to meet our contractual obligations to the Orange County Water District (OCWD). PRIOR COMMITTEE/BOARD ACTIONS February 2014 — Board approved Local Sewer Facilities Transfer Agreement November 2013 — Five Year Strategic Plan and prior OCSD Strategic Plans support the transfer. ADDITIONAL INFORMATION OCSD currently owns and operates 174 miles of local sewer in Service Area 7, located in the City of Tustin and unincorporated county areas north of Tustin, including the El Modena islands. Page 1 d 2 Our Strategic Plan includes an initiative to transfer these local sewers to a local (retail) agency. LAFCO received a briefing on OCSD's Strategic Plan in 2011. They supported our long-term goal to transfer local assets to local jurisdictions so we could focus our attention on regional sewer collection and treatment. In 2013 the City of Tustin asked for and was granted additional time to consider accepting the transfer of the subject local sewers in Service Area 7. After the City indicated that it was no longer interested in obtaining the local facilities, EOCWD expressed its interest in acquiring 100% of the local sewers from OCSD and requested information on the local sewer system. The proposed transfer of ownership of the local sewers requires an OC LAFCO- approved reorganization because the boundaries of Service Area 7 cover several jurisdictions. EOCWD initiated the OC LAFCO process in March 2014 by filing an application for reorganization. OC LAFCO's estimated timeline (attached) shows that the process was expected to take approximately nine months to conclude. Based upon this timeline, the reorganization process should have been completed in December 2014. The proposed transfer agreement will be essentially cost/revenue neutral to OCSD. The fees currently collected by OCSD for local sewer service will be collected by EOCWD after the proposed transfer is completed. EOCWD will then assume responsibility for ownership and all maintenance and repair costs, as well as capital improvement and replacement costs. The assets included in the proposed transfer serve approximately 18,000 parcels. The entire local sewer system is comprised of gravity sewers ranging between 4 and 27 inches in diameter, however the vast majority of the assets are 8-inch Vitrified Clay Pipe (VCP). There are no pumping facilities. OCSD's regional sewer fees and responsibilities for regional collection, transport and treatment are separate and not affected by this transfer of local sewer assets. CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A ATTACHMENTS The following attachment(s) maybe viewed on-line at the OCSD website (Mm w.ocsd.com) with the complete agenda package: • First Amendment to Local Sewer Facilities Transfer Agreement • Local Sewer Facilities Transfer Agreement • OC LAFCO Estimated Timeline (schedule) • OC LAFCO letter of March 9, 2011 Page 2 d 2 FIRST AMENDMENT TO LOCAL SEWER FACILITIES TRANSFER AGREEMENT THIS FIRST AMENDMENT TO LOCAL SEWER FACILITIES TRANSFER AGREEMENT ("Agreement') is made this _ day of , 2015 ("Effective Date") by and between the ORANGE COUNTY SANITATION DISTRICT ("OCSD"), a duly organized County Sanitation District existing pursuant to California Health and Safety Code section 47000 at seq., and the EAST ORANGE COUNTY WATER DISTRICT ("EOCWD"), a duly organized County Water District existing pursuant to California Water Code section 30000 at seq. OCSD and EOCWD are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as "Parties". RECITALS WHEREAS, OCSD and EOCWD are Parties to that certain "Local Sewer Facilities Transfer Agreement," dated February 27, 2014 ("the Agreement"), in which the Parties set forth their intent to cooperate in the transfer of ownership in and the assumption of responsibility for certain local sewer facilities from OCSD to EOCWD; and WHEREAS, the transfer process requires the approval of the Orange County Local Agency Formation Commission ("LAFCO"), and, although that process commenced in a timely manner, the LAFCO process has taken longer than the Parties anticipated; and WHEREAS, the Parties therefore desire to amend the Agreement to extend the timelines and termination date to reflect the current status of the LAFCO process; and WHEREAS, the Agreement provides for two disbursements of Annual Sewer Service User Fee reserves from OCSD to EOCWD, totaling $25 million; and WHEREAS, the Parties desire to amend the Agreement to provide for a single disbursement of the $25 million Annual Service User Fee reserves from OCSD to EOCWD; and WHEREAS, the Agreement does not address the diversion of wastewater from Service Area 7; and WHEREAS, the Parties desire to amend the Agreement to prohibit the diversion of wastewater by EOCWD from Service Area 7. Page 1 of 4 AGREEMENT NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Parties agree as follows: 1. Extension of Timelines. In order to reflect the changed circumstances with regard to the timeline for completion of the transfer, "December 1, 2014" in subsections 2.a. and 3.d. shall be amended to read "December 31, 2015"; and "July 1, 2015" and "2014-2015 Fiscal Year" in subsection 31i. shall be amended to read, respectively, "July 1, 2016" and "2015-2016 Fiscal Year." 2. Amendment to Section 4. i. Subsection 4.d. shall be amended to read as follows: d. Within five (5) business days following the Date of Reorganization, OCSD shall transfer to EOCWD $25,000,000.00 (twenty-five million dollars) via wire transfer of the Annual Sewer Service User Fee reserves attributable to the Local Sewer Facilities ("Disbursement"). ii. Subsections 4.e., 41, 4.g., 4.h. and 4.i. shall be deleted in entirety. iii. New subsection 4.e. shall be added to read as follows: e. If, prior to the Date of Reorganization, OCSD identifies the need for a major repair or replacement of the Local Sewer Facilities, and after notifying EOCWD of the identified need, OCSD conducts such major repair or replacement, the amount of reserves transferred with the Disbursement shall be reduced by the amount of costs incurred by OCSD in connection with the required work. iv. New subsection 4.f. shall be added to read as follows: f. Within six (6) months following the date of Disbursement, OCSD shall reconcile its records and transfer to EOCWD the remainder of the Annual Sewer Service User Fee reserves in its possession, if any, attributable to the Local Sewer Facilities. V. Subsections 4.j. and 4.k. shall be renumbered as 4.g. and 4.h. respectively. Page 2 of 4 3. Amendment to Section 6. Section 6 shall be amended to read as follows: 6. Term. This Agreement shall commence on the Effective Date and continue in full force and effect through December 31, 2015. The Parties may mutually agree in writing to extend the term of this Agreement. The Agreement shall automatically terminate if LAFCO disapproves the Proposal. 4. New Section 20. New Section 20 shall be added to read as follows: 20. Prohibition on Diversion of Wastewater. OCSD has planned and constructed regional conveyance and treatment facilities to serve Service Area 7. OCSD is contractually obligated to provide treated wastewater effluent from its entire service area, inclusive of Service Area 7, to Orange County Water District. EOCWD agrees that all parcels in Service Area 7 shall continue to be customers of OCSD, and that all wastewater flows from these parcels will continue to flow to OCSD for treatment. EOCWD shall not divert wastewater away from OCSD for any purpose, including but not limited to scalping wastewater for reuse. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates set forth below. ORANGE COUNTY SANITATION DISTRICT By Date James D. Herberg General Manager ATTEST: Kelly A. Lore Clerk of the Board APPROVED AS TO FORM: Brad Hogin General Counsel Page 3 of 4 EAST ORANGE COUNTY WATER DISTRICT By Date Lisa Ohlund General Manager ATTEST: APPROVED AS TO FORM: Joan Arneson General Counsel Page 4 of 4 LOCAL SEWER FACILITIES TRANSFER AGREEMENT THIS LOCAL SEWER FACILITIES TRANSFER AGREEMENT ("Agreement") is made this ;) 7 day of rP�, 2014 ("Effective Date") by and between the ORANGE COUNTY SANITATION DISTRICT ("OCSD"), a duly organized County Sanitation District existing pursuant to California Health and Safety Code section 47000 at seq., and the EAST ORANGE COUNTY WATER DISTRICT ("EOCWD"), a duly organized County Water District existing pursuant to California Water Code section 30000 at seq. OCSD and EOCWD are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as "Parties". RECITALS WHEREAS, OCSD owns and operates regional wastewater collection, conveyance, treatment, and disposal facilities within its 471 square mile service area; WHEREAS, OCSD owns and operates the local wastewater collection and conveyance system, encompassing approximately 174 linear miles of sewer lines and serving more than 18,000 connections, within the area known as Service Area 7, which area is more particularly identified in Exhibit "A" attached hereto and incorporated herein by reference; WHEREAS, OCSD desires to transfer to EOCWD: (a) its ownership of certain local sanitary sewer lines and appurtenant facilities located in Service Area 7 ("Local Sewer Facilities"), which are more particularly described and delineated in attachments 1 and 2 of Exhibit "B" attached hereto and incorporated herein by reference, and (b) the responsibility for providing local sewer service to Service Area 7; WHEREAS, EOCWD desires to acquire ownership and assume responsibility for the Local Sewer Facilities and to accept responsibility for providing local sewer service to Service Area 7; WHEREAS, the transfer of ownership in and the assumption of responsibility for the Local Sewer Facilities to EOCWD will require the approval of the Orange County Local Agency Formation Commission ("LAFCO"); and WHEREAS, following the transfer to EOCWD of the Local Sewer Facilities, OCSD shall retain its power to provide regional sewer service within the entirety of Service Area 7. Page 1 of 10 985662.1 AGREEMENT NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Parties agree as follows: 1. Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement. 2. Cooperation. a. OCSD and EOCWD shall work cooperatively to complete the successful transfer from OCSD to EOCWD of the Local Sewer Facilities and the assumption of responsibility for ongoing operation and maintenance of the Local Sewer Facilities by EOCWD by no later than December 1, 2014. Both Parties shall execute any further documents consistent with the terms of this Agreement, including documents in recordable form, necessary or appropriate to fulfill the obligations imposed by this Agreement. 3. LAFCO Proposal. a. Initiation of Proceedings. EOCWD shall, within one month (30 days) from the Effective Date, initiate proceedings under the Cortese-Knox- Herzberg Local Government Reorganization Act of 2000, as amended, Government Code section 56000, at seq., requesting LAFCO approval of a reorganization proposal (the "Proposal"). The resolution of application enacted by EOCWD and submitted to LAFCO shall propose that LAFCO's approval of the Proposal shall be subject to the terms and conditions of this Agreement. EOCWD shall be solely responsible for the direct costs incurred in connection with the initiation and processing of the Proposal, and LAFCO approval thereof, including without limitation any LAFCO deposits, application or processing fees, and the cost of preparing any legal descriptions, boundary surveys or maps. The Proposal shall consist of the following: i. The annexation of certain territory within Service Area 7 that is not within the current boundaries of EOCWD; and ii. A proposal by EOCWD to provide a new or different service— "local" sewer service—within the entirety of Service Area 7. b. Public Outreach. EOCWD desires to proactively inform the ratepayers within Service Area 7, and the general public, of the Proposal and the process for implementing it, including opportunities for public involvement. In furtherance of that desire, OCSD agrees to provide EOCWD with a mailing list of the property owners in Service Area 7 (consistent with the format used for Proposition 218 notifications) in an Excel spreadsheet or an Access compatible (SQL) database format within 30 days of EOCWD's submittal of an application to LAFCO. In the written materials, EOCWD shall accurately and fairly describe the Page 2 of 10 985662.1 proposal and may indicate that the Proposal is jointly proposed and supported by EOCWD and OCSD. EOCWD shall provide OCSD an opportunity to review and approve the written material it intends to mail to the property owners in Service Area 7 prior to such mailing. OCSD shall approve, or request changes to, the written materials within ten days of receipt. If OCSD fails to approve or request revisions within 10 days, it shall be deemed to have approved the materials. OCSD shall approve, or request changes to, revised written materials that incorporate or respond to OCSD's requests for changes within 5 days of receipt, or the materials shall be deemed approved. All costs of producing such material and mailing it will be paid by EOCWD. C. Letter of Support. OCSD shall cooperate with EOCWD and use its best efforts to support the Proposal In accordance with the terms of this Agreement. OCSD shall, within 45 days of EOCWD's filing of the Proposal with LAFCO, file with LAFCO a formal Letter of Support in favor of the Proposal executed by the General Manager ("Letter of Support"). The Letter of Support shall propose that LAFCO's approval of the Proposal shall be subject to the terms and conditions of this Agreement. OCSD shall execute such documents and take such other actions to support and facilitate the processing of the Proposal as may be reasonably requested by EOCWD, provided such actions shall not result in any cost or expense to OCSD (other than overhead and employee staff time). d. Continuing Support for Proposal. The Parties agree to support and not oppose the Proposal before and after it is initiated. Specifically, OCSD and EOCWD will cooperate and consult with one another in responding to questions and inquiries from LAFCO, the public and the press, appear in support of the Proposal at LAFCO hearings, and cooperate on a joint response in the event that LAFCO or LAFCO staff propose to alter the Proposal. Furthermore, OCSD agrees that, prior to December 1, 2014, or such earlier time as the LAFCO proceedings have been completed or disapproved, it will not engage in negotiations with other entities regarding the transfer of the Local Sewer Facilities. Both Parties shall support the conditioning of LAFCO's approval of the Proposal on the performance of the terms and conditions of this Agreement. If LAFCO or LAFCO staff propose an alteration to the Proposal that materially diverges from the terms and conditions of this Agreement, either Party may, after consultation with the other Party, oppose the alteration, and if necessary, withdraw its support, and actively oppose LAFCO's approval of the Proposal. e. Tax Exchange Negotiations and Consultations. The Parties shall cooperate in seeking to have the Board of Supervisors adopt a property tax exchange resolution pursuant to Revenue and Taxation Code section 99 exchanging property tax from OCSD to EOCWD. The Parties agree that in the tax exchange negotiation and consultation process they will jointly support and advocate for having all of the property tax associated with the Local Sewer Facilities be exchanged from OCSD to EOCWD. In Fiscal Year 2012-2013, the Page 3 of 10 995662.1 estimated property tax collected for the local sewers was $287,000.00 (two hundred eighty seven thousand dollars). f. Local Sewer Service User Fee. i. OCSD's Annual Local Sewer Service User Fee ("the Fee") shall be continued and following the effective date, to the extent feasible, shall be collected by EOCWD rather than by OCSD. OCSD collects the Fee by reporting it to the County of Orange, which collects it on the property tax roll, and EOCWD intends to do the same. Should it not be feasible, due to statutory or County requirements, for responsibility for collection of the Fee for the 2014-2015 Fiscal Year to be transferred to EOCWD, OCSD shall account for and transmit, within 5 business days of receipt, any such revenues it receives from the County that are attributable to the Fee imposed in Service Area 7. OCSD shall rescind the Fee, as it pertains to the Local Sewer Facilities, by no later than July 1, 2015, or at such earlier time as EOCWD may enact its own local sewer service user fees. ii. EOCWD shall indemnify, defend and hold harmless, OCSD, its officers, directors, employees and agents from and against any and all claims, actions, damages, liabilities, and expenses (including attorney's fees and reasonable expenses for litigation or settlement) in connection with or arising out of OCSD's assessment, distribution, and collection of the Fee, including without limitation any such claims asserting that the collection by OCSD and transfer of the Fee to EOCWD violates Proposition 218. 4. Transfer of Local Sewer Facilities. a. Upon the effective date of LAFCO's approval of the Proposal and the requested reorganization ("Date of Reorganization"), EOCWD shall accept ownership of the Local Sewer Facilities and all maintenance responsibilities, as well as the responsibility for all sewer spill notification, reporting, and related regulatory activities. Furthermore, EOCWD shall negotiate, execute and maintain its own contracts with third-party contractors for line- cleaning, CCTV, rehabilitation, repairs and replacement, engineering consultants, and similar services, and directly pay all costs for such contracts. b. Prior to the Date of Reorganization, EOCWD shall fully execute and deliver to OCSD the Quitclaim Deed, attached hereto as Exhibit "B", transferring ownership of the Local Sewer Facilities from OCSD to EOCWD. C. Within five (5) business days following the Date of Reorganization, OCSD shall submit the Quitclaim Deed for recordation in the Official Records, Orange County California. Upon recordation, OCSD shall transmit a conformed copy of the Quitclaim Deed to EOCWD. d. Within five (5) business days following the Date of Reorganization, OCSD shall transfer to EOCWD $15,000,000.00 (fifteen million Page 4 of 10 985662.1 dollars) via wire transfer of the Annual Sewer Service User Fee reserves attributable to the Local Sewer Facilities ("First Disbursement'). e. On July 1, 2018, OCSD shall transfer to EOCWD $10,000,000.00 (ten million dollars) via wire transfer of the Annual Sewer Service User Fee reserves attributable to the Local Sewer Facilities ("Second Disbursement'). f. If, after the Date of Reorganization and prior to July 1, 2018, EOCWD identifies the need for a major repair or replacement of the Local Sewer Facilities, OCSD shall release to EOCWD a mutually agreed upon portion of the Second Disbursement, as necessary to complete the required work in a timely manner. Any such release will result in a proportionate reduction of reserves transferred with the Second Disbursement. g. If, prior to the Date of Reorganization, OCSD identifies the need for a major repair or replacement of the Local Sewer Facilities, and after notifying EOCWD of the identified need, OCSD conducts such major repair or replacement, the amount of reserves transferred with the First Disbursement, and if necessary, the Second Disbursement shall be reduced by the amount of costs incurred by OCSD in connection with the required work. h. After closing its books for the 2017-2018 Fiscal Year, and by no later than November 1, 2018, OCSD shall transfer to EOCWD the remainder of the Annual Sewer Service User Fee reserves, if any, attributable to the Local Sewer Facilities. i. OCSD shall pay to EOCWD annual interest at the OCSD average rate of return on the amount of Annual Sewer Service User Fee reserves attributable to the Local Sewer Facilities retained by OCSD between the date of the First Disbursement and the Second Disbursement. OCSD shall make the annual interest payments after it has closed its books for each respective fiscal year, but by no later than November 1. j. Upon the Date of Reorganization, OCSD shall transfer ownership of the following vehicles to EOCWD: (a) a 2000 Sterling Vector (OCSD vehicle 470, California license number 1067492, vehicle identification number (VIN) 2FZ6BJBB81AH61833), and (b) a 1995 FE42 Volvo Hydroflusher truck (OCSD vehicle 396, California license number 356619, vehicle identification number (VIN) 4V52AFHDOSR474402). These vehicles shall be provided to EOCWD "as is" and with no warranties or representations whatsoever as to the condition of the vehicle, or the suitability of the vehicle for any purpose. EOCWD hereby acknowledges that it has/will be granted the opportunity to inspect the vehicles and their maintenance records and has/will do so prior to the Date of Reorganization. Page 5 of 10 985662.1 k. On or prior to the Date of Reorganization, OCSD shall allow EOCWD to review, reference and utilize OCSD established specifications for line-cleaning, CCTV, rehabilitation, repairs and replacement, and similar services, as mutually agreed by the Parties. 5. Environmental Review. EOCWD shall act as lead agency for purposes of the Proposal, and shall be solely responsible for the preparation of all environmental documentation required pursuant to the California Environmental Quality Act ("CEQA"). 6. Tenn. This Agreement shall commence on the Effective Date and continue in full force and effect through December 1, 2014. The Parties may mutually agree in writing to extend the term of this Agreement. The Agreement shall automatically terminate if LAFCO disapproves the Proposal. 7. Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be personally delivered, sent by registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by electronic transmission, and shall be deemed received upon the earlier of: (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) three (3) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by electronic transmission. Any notice, request, demand, direction, or other communication sent by electronic transmission must be confirmed within forty-eight (48) hours by letter mailed or delivered. Notices or other communications shall be addressed as follows: To OCSD: Orange County Sanitation District 10544 Ellis Avenue Post Office Box 8127 Fountain Valley, CA 92708-7018 Attn: General Manager To EOCWD: East Orange County Water District 185 North McPherson Road Orange, CA 92869-3720 Attn: General Manager Either Party may from time to time, by written notice to the other, designate a different address and/or person which shall be substituted for the one above specified, and/or specify additional parties to be notified. 8. Jurisdiction. In the event of a dispute regarding performance or interpretation of this Agreement, the venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of California for Orange County. Page 6 of 10 9956U 1 9. Governing Law. This Agreement shall be governed by the laws of the State of California. 10. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between the Parties pertaining to the subject matter thereof. 11. Waiver. A waiver of a breach of the covenants, conditions or obligations under this Agreement by either Party shall not be construed as a waiver of any succeeding breach of the same or other covenants, conditions or obligations of this Agreement. 12. Modification. Alteration, change or modification of this Agreement shall be in the form of a written amendment, which shall be signed by each Party. 13. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be invalid under the applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of that provision, or the remaining provisions of this Agreement. 14. No Obligation to Third Parties. Execution and delivery of this Agreement shall not be deemed to confer any rights upon others, directly, indirectly or by way of subrogation, and shall not obligate either of the Parties hereto to any person or entity other than each other and their respective affiliates. 15. Successors. This Agreement and the provisions contained herein shall be binding upon and inure to the benefit of OCSD, EOCWD, and their respective heirs, executors, administrators, personal representatives, successors and assigns. 16. Indemnification. a. EOCWD shall indemnify, defend and hold harmless OCSD, its officers, directors, employees and agents from and against any and all claims, actions, damages, liabilities and expenses (including attorney's fees and reasonable expenses for litigation or settlement) for any loss or damage, including death, bodily injury or damage to or loss of use of property, caused by negligent acts or omissions or willful misconduct by the EOCWD, its officers, directors, employees and agents in connection with or arising out of the performance of this Agreement. b. OCSD shall indemnify, defend and hold harmless EOCWD, its officers, directors, employees and agents from and against any and all claims, actions, damages, liabilities and expenses (including attomey's fees and Page 7 of 10 985662.1 reasonable expenses for litigation or settlement) for any loss or damage, including death, bodily injury or damage to or loss of use of property, caused by negligent acts or omissions or willful misconduct by OCSD, its officers, directors, employees and agents in connection with or arising out of the performance of this Agreement. C. The Parties acknowledge that LAFCO policy requires applicants to defend, indemnify, hold harmless, and release LAFCO, its agents, officers, attorneys, and employees from any claim, action, or proceeding brought against any of them, the purpose of which is to attack, set aside, void, or annul the approval of the application or the environmental document that accompanies it. The parties further acknowledge that this indemnification obligation will include, but not be limited to, damages, costs, expenses, attorney fees, or expert witness fees that may be asserted by any person or entity, including the applicant, arising out of or in connection with the approval of the application. As the applicant, EOCWD will be required to execute such an indemnification agreement with LAFCO, and, as a result, EOCWD may incur substantial costs paying for LAFCO's defense and indemnifying any liability. Notwithstanding anything to the contrary in the foregoing, If LAFCO does not approve the EOCWD Proposal, OCSD agrees to pay one-half of EOCWD's actual costs, associated with indemnifying LAFCO pursuant to the indemnification agreement it will be obligated to sign, as those costs are incurred; however, OCSD's payment hereunder shall not exceed $100,000.00 (one hundred thousand dollars) in total. Furthermore, if LAFCO approves the EOCWD Proposal, OCSD shall have no obligation to pay any of EOCWD's actual costs associated with indemnifying LAFCO. EOCWD shall promptly advise OCSD if the indemnification agreement it is obligated to sign as the applicant is materially different than described in this paragraph, and it shall notify OCSD if LAFCO notifies EOCWD of a legal challenge covered by the indemnification agreement. 17. OCSD Board of Directors. The Parties acknowledge that nothing contained herein shall entitle EOCWD to a seat on the OCSD Board of Directors, and that any such change would require an amendment to Health and Safety Code section 4730.65, which governs the composition of the OCSD Board of Directors. 18. No Warranty of Title or Condition. OCSD makes not warranty or representation of any kind regarding its title to the Local Sewer Facilities, the condition of the Local Sewer Facilities, or the suitability of the Local Sewer Facilities for any purpose. EOCWD has been granted an opportunity to fully inspect the Local Sewer Facilities and has done so as of the Effective Date. EOCWD accepts the Local Sewer Facilities "as is". 19. Authorization. Each of the undersigned represents and warrants that he or she is duly authorized to execute and deliver this Agreement and that such execution is binding upon the entity for which he or she is executing this document. Page 8 of 10 985662A (SIGNATURES ON FOLLOWING PAGEI Page 9 of 10 985662A IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates set forth below. ORANGE COUNTY SANITATION DISTRICT By Date 2 Troy Edgar, Chairman of the Poard ATTEST: M ria Ayala C erk of the Board APPROV AS TO FORM: Brad ogin General Counsel EAST ORANGE COUNTY pWATER DISTRICT By \ Date William VanderWerff President of the Board Of 7 tors ATTEST: APPROVED AS TO FORM: GencRTGounsel SC n / � CtcX Page 10 of 10 985662.1 EXHIBIT "A" SERVICE AREA 7 985662.1 Estimated Timeline (prepared 1211212013) East Orange County Water District Reorganization TASK RESPONSIBLE PARTY COMPLETION DATE Submit LAFCO Application • District resolutions(EOCWD and OCSD) Applicant 1/22/2013 • Application and filing fees • Plan of Services • CEOA:timeline assumes a NOE; if ND or Mitigated ND used,timeline may be extended Application Status Letter,AB 8 Letter and Preliminary LAFCO 2/11/2014 Staff Report(PSR)issued EOCWD submits Map and Legal Description to LAFCO Applicant Mid-March 2014 (includes review and approval by County Surveyor) Assessor issues report to Auditor identifying TRAs and Assessor 3/30/2014 AV Auditor issues report identifying amount of negotiable Auditor Mid-May 2014 property tax County adopts property tax resolution on behalf of both County 6/17/2014 EOCWD and OCSD If application complete, EO issues Certificate of Filing LAFCO 6/30/2014 and sets a hearing date Preparation of staff report, resolution LAFCO June 2014 Public hearing notice LAFCO June 6,2014 LAFCO hearing LAFCO July 9,2014 Request for reconsideration LAFCO July 10,2014— August 11, 2014 Period of protest (assumes 45-day protest period) LAFCO August 14,2014— September 29, 2014 Protest hearing date LAFCO September 29, 2014 Tabulate protest(if any) LAFCO September 29— October3, 2014 Recordation' LAFCO October 6,2014 'Timeline can be delayed If:(1)a competing application is filed, (2)an interested party files a request for reconsideration(requiring a second LAFCO hearing date);(3)sufficient protest is filed to push the proposal to an election. -r. LOCAL AGENCY FORMATION COMMISSION J U106 ORANGE COUNTY March 9,2011 CHNR Larry R. Crandall,Chair JOHN MOORL CH wpEn-I:nr Orange County Sanitation District (OCSD) r Dnoa 108"Ellis Avenue, YICECHAIR Fountain Valley,CA 92708-7018 CHARLEY WILSON Dirtcror SanraMary rlrn warer Durria Dear Chair Crandall, PAT BATES M= The OCSD staff recently presented your agency's "Five-Year Strategic PEfEn HEV Plan" to the staff of the Orange County Local Agency Formation (LAFCO). At that meeting, OCSD staff requested that LAFCO write a Gy oflalreRres letter supporting the following goal identified in your Strategic Plan: SUSAN WIL50N 6 Praenew of GenG1a1Pob1c "Local Sewer Service-Transfer back to cites and JOHN WRHERS sanitary districts local sewer assets that are not D1eC wine aancn warer Duvla serving a true regional purpose. Targeted for completion in FY 12-13" SIM CAAM BILL MPBELL 3'I'Drsv,a The Commission understands that OCSD's eventual goal is to focus district resources on regional sewer collection and treatment. The ALTERNATE Commission also recognizes that there are many challenging issues that JJ RL9-ER OCSD and our Orange County cities and/or special districts must mutually resolve before any transfer of local sewer assets can occur. ALTEINATE nEf�l(J-MCGREwR The Commission discussed the request of the OCSD staff at its March 90, " 2011 meeting. The Commission noted that,while LAFCO has no purview over contracts between two public agencies,and there remain outstanding BOB RING service and infrastructure issues among some local and regional sewer Cancilmember oWdJa,re Woods providers,it generally supports OCSD's goal in the long-term. JOYCE CROS HWARE F of Oficer j4hn Moorlach Chair, LAFCO 12 CrAc Cmta Plaza.ROOfn 235.Sa Ana.CA 92701 (714)834-2556•FAX(714)834-2643 hnpJ/-0:121100-9 ITEM NO. 16 MINUTES OF THE LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE Orange County Sanitation District Monday, April 13, 2015, at 3:30 p.m. A regular meeting of the Legislative and Public Affairs Committee was called to order by Chair Beamish on Monday, April 13, 2015, at 3:30 p.m. in the Administration Building of the Orange County Sanitation District. Director Kiley led the pledge of allegiance. A quorum was declared present, as follows: COMMITTEE MEMBERS STAFF PRESENT PRESENT: Jim Herberg, General Manager Tom Beamish, Board Chair Bob Ghirelli, Assistant General John Nielsen, Board Vice-Chair Manager Tyler Diep, Director Nick Arhontes, Director of Facilities Robert Kiley, Director Support Services Lucille Kring, Director Rob Thompson, Director of Engineering Greg Sebourn, Director Ed Torres, Director of Operations & John Withers, Director Maintenance Lorenzo Tyner, Director of Finance & COMMITTEE MEMBERS ABSENT: Administrative Services None. Kelly A. Lore, Acting Clerk of the Board Jennifer Cabral Norbert Gaia Al Garcia Rebecca Long Kelly Newell OTHERS PRESENT: Brad Hogin, General Counsel Eric Sapirstein, ENS (via Teleconference) Ian Delzer, Townsend Public Affairs W13/2015 Legislative and Public Affairs Committee Minutes Page 1 of 5 PUBLIC COMMENTS: None. REPORTS: General Manager, Jim Herberg, reported that he and Mike Marcus, General Manager of Orange County Water District (OCWD) were interviewed for Newsweek regarding an article they will be running on the drought in California, the Groundwater Replenishment System and in particular how our two agencies are working together, in partnership, to recycle more water. Mr. Herberg also announced the Kelly Lore had been appointed Clerk of the Board. CONSENT ITEMS: 1. MOVED, SECONDED and DULY CARRIED TO: Approve minutes for the Committee meeting held on March 9, 2015. AYES: Beamish; Diep; Kiley, Sebourn and Withers NOES: None ABSTENTIONS: None ABSENT: Kring and Nielsen INFORMATIONAL ITEMS: 2. Public Affairs Update Principal Public Affairs Specialist, Jennifer Cabral provided an update on recent public affairs activities including: Active Newport Force Main community outreach team, media coverage on Costa Mesa project, and news alerts sent to the Board. In the last month there have been 21 plant tours, 5 joint tours with OCWD, Joint Speakers Bureau and Tour Program, attendance at 5 events, including the Children's Water Festival, and activity on social media sites. Director Seboum suggested using the hashtags of the city or agency representatives referenced in our media posts. 0413/2015 Legislative and Public Affairs Committee Minutes Page 2of5 Vice-Chair Nielsen arrived at 3:37 p.m. Director Kring arrived at 3:38 p.m. Ms. Cabral showed the winning video of the 2ad local high school Public Service Announcement contest which engages and educates the students. Director Seboum suggested setting up marketing scholarships for partnerships with colleges. Mr. Herberg also mentioned that he will be attending the CWEA Annual Conference "Crafting New Water' on April 291b where he will be presenting in the opening sessions along with Mike Markus, General Manager, OCWD, Celeste Cantu, General Manager, SAWPA, Assembly member Anthony Rendon, and others in support of wastewater recycling. 3. Legislative Updates Eric Sapirstein ENS Resources reported that Chair Beamish, Vice-Chair Nielsen, General Manager Herberg and Senior Public Affairs Specialist, Rebecca Long visited Washington recently and met with congressional delegations and Senior Administration Officials at the U.S. Bureau of Reclamation and the U.S. Army of Corps of Engineers to discuss the priority policy items of interest to our District. The District was met with great support regarding the District's Water Recycling Feasibility Study. Mr. Sapirstein reported on the various meetings including the Corp of Engineer's Deputy Program Director for Civil Works for the District's region, to discuss the SARI Line relocation and riprap removal and an upcoming tour of districts operations by Senator Boxers office. He further reported that the Chairman of the Committee of Transportation Infrastructure who is in charge of the Clean Water Act and Chairman Gibbs of the Subcommittee, introduced legislation today that would revoke and replace the USEPA current rulemaking effort. More information to follow. Finally, Mr. Sapirstein discussed the tax-exempt municipal bond financing status, his attendance at Water Week 2015 and a letter of support of the preservation of tax-exempt status which was sent to Speaker Boehner and Minority Leader Pelosi. Ms. Long stated that the following upcoming tours of the district will take place: Maurice Lyles of Senator Boxer's office April 1711, at 2:00 p.m. and Assemblywoman Young Kim on May 281b at 3:00 p.m. W13/2015 Legislative and Public Affairs Committee Minutes Page 3of5 Ms. Long stated that letters of support had been sent from the District regarding: AB 1144 (Rendon) California Renewables Portfolio Standard Program: unbundled renewable energy credits and AB 888 (Bloom) Waste Management: plastic microbeads. Ian Delzer, Townsend Associates reported on the status of the following: SB 119 (Hill) Protection of Subsurface Installation; SB 355 (Lana) San Gabriel and Lower Los Angeles Rivers and Mountains Conservancy which is set for hearing and takes a seat away from Orange County; legislative deadlines; the Governor's emergency drought package, Proposition 1 and Proposition 1E; Water Recycling guidelines; Proposition 84; and the Governor's executive order for a 25% reduction from water suppliers. Ms. Cabral stated that an application for grant funding has been completed for the Effluent Reuse Study, Project SP-173 under Proposition 1. Mr. Herberg clarified that the amount of the funding available is $450,000. Director Diep requested a list of grants available and applied for. Director Withers inquired about an application for Proposition 84 funding. Mr. Herberg stated that this funding is directly geared toward products that directly create new water. Ms. Long provided a PowerPoint presentation on the quarterly Legislative update, sharing actions taken and progress made regarding five initiatives of the Legislative Strategic Plan. Vice-Chair Nielsen discussed possible funding opportunities with AQMD, cap and trade funds and alternative fueling projects. NON-CONSENT ITEMS: Ms. Long provided a brief explanation of the item. The Committee discussed the possible reasons for changing the voting membership. Director Withers suggested that staff reach out to the Governor's office to see how the vacant Orange County representative could be filled. 4. MOVED, SECONDED and DULY CARRIED TO: A. Take the position of "Oppose' for SB 355 (Lara), an act to amend Section 32605 of the Public Resources Code, relating to the San Gabriel and Lower Los Angeles Rivers and Mountains Conservancy; and B. Approve the execution of the Letter of Opposition addressed to Senator Lara. 04/13/2015 Legislative and Public Affairs Committee Minutes Page 4 of AYES: Beamish; Diep; Kiley, Kring, Nielsen, Sebourn and Withers NOES: None ABSTENTIONS: None ABSENT: None OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Ms. Cabral stated the importance of having one or more board members represent the District at the upcoming dignitary tours and that she would be reaching beyond this Committee to the entire Board of Directors to ensure attendance. ADJOURNMENT: Chair Beamish declared the meeting adjourned at 4:25 p.m. to the next Legislative and Public Affairs Committee Meeting, May 11, 2015 at 8:00 a.m. Submitted by: Kelly A. Lore Acting Clerk of the Board W13/2015 Legislative and Public Affairs Committee Minutes Page 5 of 5 BOARD OF DIRECTORS Neetlng Dare I TOBA.Of Dir. - oa/zz/is AGENDA REPORT em Number Item Numbe v Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance &Administrative Services SUBJECT: SECOND READING OF PROPOSED ORDINANCE NO. OCSD-47 GENERAL MANAGER'S RECOMMENDATION A. Motion to read Ordinance No. OCSD-47 by title only and waive reading of said entire Ordinance; and B. Adopt Ordinance No. OCSD-47, entitled "An Ordinance of the Board of Directors of the Orange County Sanitation District, Establishing Requirements and Procedures for the Purchase of Goods, Services, and Public Works Projects; and Repealing Ordinance No. OCSD-44," and C. Direct the Clerk of the Board to publish summaries of the Ordinance as required by law. SUMMARY Ordinance No. OCSD-44 establishes the District's purchasing policies. After its adoption in November 2013, various circumstances have arisen, which revealed the need for additional clarification of procurement procedures and the addition of processes to better streamline the District's procurement processes. Proposed Ordinance No. OCSD-47 revises the District's purchasing policies to include the following: (1) Adds Master Contracts procedures for maintenance and repair services estimated to cost less than or equal to $100,000 (2) Adds an exception from the formal request for proposal process for small professional services contracts of$5,000 or less; (3) Adds Master Contracts procedures for Professional Services less than $100,000; (4) Clarifies the procedures for handling price proposals for professional design services contracts consistent with the District's compliance with the little Brooks Act, Government Code section 4526; Page 1 of 6 1050522.2 (5) The Master Contracts procedures for professional design services was increased from $100,000 to $200,000 and the maximum Master Contract amount increased from $250,000 to $400,000. There was no change in the designation of authority amounts, which establish when the General Manager may let a contract, versus a Standing Committee and/or the Board of Directors. (6) Adds an exception from the formal request for proposal process for small professional design services contracts of$5,000 or less; (7) Clarifies that construction projects costing $35,000 or less, or sewerage maintenance or repair projects not subject to the formal Public Works bidding procedures of Article 5 of the Ordinance, may be processed pursuant to the provisions of Article 2 of the Ordinance applicable to the procurement of goods and services; (6) Incorporated the definitions into a separate Article within the Ordinance rather than as an appendix; (8) Makes clarifications to the definitions of "Interested Parties," 'Professional Services" and "Professional Design Services;" (9) Conforms various internal references within the Ordinance for consistency; and (10) Clarifies that the General Manager's authorization to approve and execute amendments to chemical contracts, does not apply if the Contract unit price has increased from the unit price approved by the Board, such that unit price increases in chemical contracts require Board approval. Clarifies that the General Manager is authorized to approve and execute amendments to chemical contracts where the unit price is unchanged or decreases. PRIOR COMMITTEE/BOARD ACTIONS March 2015 — The Board of Directors waived reading of the full text of Ordinance No. OCSD-47, introduced it and read it a first time by title only, approved bringing it back for second reading and adoption at its April 22, 2015 meeting, and directed the Clerk of the Board to publish summaries as required by law. March 2015 - Operations Committee and Administration Committee both approved the revised purchasing ordinance, Ordinance No. OCSD-47 entitled "An Ordinance of the Board of Directors of the Orange County Sanitation District, Establishing Requirements and Procedures for the Purchase of Goods, Services, and Public Works Projects; and Repealing Ordinance No. OCSD-44," for first reading at the March 2015 Board meeting. November 20, 2013 — Board of Directors adopted Ordinance No. OCSD-44. October 23, 2013 — Board of Directors waived reading of the full text of Ordinance No. OCSD-44, introduced it and read it a first time by title only, approved bringing it back for Page 2 of 6 1050522.2 second reading and adoption at its November 2013 meeting, and directed the Clerk to publish summaries as required by law. October 2013 — Operations Committee and Administration Committee both approved Ordinance No. OCSD44 entitled "Establishing Requirements and Procedures for the Purchase of Goods, Services, and Public Works Projects" for first reading at the October 2013 Board meeting. December 2012 - Board of Directors adopted Resolution No. OCSD 12-17, A Resolution of the Board of Directors of the Orange County Sanitation District Amending Section 4.09 Request for Proposal Procedure of Resolution No. OCSD 07-04 to Expand the Request for Proposal Procedure to Include the Purchase of Critical, Routine, or Recurring Goods or Services and to Define Best Value. June 2007 — Board of Directors adopted Resolution No. OCSD 07-13, A Resolution of the Board of Directors of the Orange County Sanitation District Establishing Policy for the Payment of Mandatory and Statutory Fees Greater than the Limits Established in Resolution No. OCSD 07-04 and Future Updates to the Delegation of Authority. February 2007 — Board of Directors adopted Resolution No. OCSD 07-04 Establishing Policies and Procedures for: The Award of Purchase Orders and Contracts; Public Works Project Contracts; Professional Services Contracts; And Delegation of Authority to Implement Said Policies and Procedures. ADDITIONAL INFORMATION During the Administration Committee meeting, staff was asked to provide additional information regarding the District's purchasing controls. The following is a list of a few of questions and responses. How do we ensure that all purchases for goods or services (not subject to exception) are completed through the competitively sealed bid process? The requesting department submits an electronic requisition which requires multiple managerial approvals. The requisition is reviewed by the Purchasing Division, an independent division, in accordance with Board and CA procurement policies and processes. The solicitation results are submitted to the appropriate Committees and Board for approval over $100K. The Contracts & Purchasing Manager provides a final review to ensure the procurement has been dispositioned and correctly matched the final approval authority appropriately. How do we ensure that all professional service agreements are awarded to the most qualified bidder at a fair and reasonable cost? Same as above. In this case, a standard governmental Request For Proposal (RFP) process is utilized for professional services. Proposals are evaluated for overall best value, along with the reasonableness of cost. Page 3 of 6 1050522.2 How do we ensure that all Professional Design Services greater than $200,000 are awarded based on the Competitive Sealed Proposal process? Utilizing a different type of governmental RFP process, Contracts Administration (independent of the Engineering Department) conducts the process, adhering to District process and procedure including California state law (Little Brooks Act). The Contracts & Purchasing Manager provides the final review to ensure the expenditure has been dispositioned appropriately. How do we ensure that all Public Works Projects in excess of $35,000 are following the Design-Bid-Build process? All projects over $5K are submitted for dispositioning at the District's Project Clearinghouse to which details of the project are submitted. At that time, the Contracts & Purchasing Manager will disposition the project to ensure it follows the appropriate public works laws. The project is then forwarded to the Contracts Administration Team and they apply State law procedures independent of the requesting department (Engineering). The Contracts & Purchasing Manager provides the final review to ensure the expenditure has been dispositioned appropriately. The contract is forwarded to the appropriate Committee and Board of Directors for final approval. How do we ensure that the delegation of authority to award contracts is being followed? All procurement requests (requisitions) come through the Purchasing Division 230 (an independent division) whereas the appropriate processes are initiated including ensuring the requested expenditure is submitted for the appropriate final approval (General Manager, Committee, and Board). The Contracts & Purchasing Manager provides the review to ensure the expenditure has been dispositioned appropriately. Summary of Changes 1. Master Contracts. Article 4 of Ordinance No. OCSD-44 requires that professional design services less than or equal to $100,000 be processed pursuant to a Master Contract process where five or more firms are prequalified to propose on task orders during the prosecution or implementation of a District project, from design through bidding and construction management. The Master Contract with each prequalified firm does not exceed $250,000 per year, and work on a project is let through task orders that do not exceed $100,000 based on competitive proposals from the prequalified firms. The Master Contract not to exceed amount is increasing to $400,000 and task order amounts are increasing to $200,000. Additionally, District staff has determined that the Master Contract prequalification process would be useful in the procurement of Maintenance and Repair services, and Professional Services such as financial or Information Technology services, because the prequalified firms will have complied with the District's contracting requirements for the year in question, including the filing of insurance certificates, compliance safety ratings, amongst other requirements. Additionally, the District has Page 4 of 6 1050522.2 encountered a few instances when repair services were required to be procured on an expedited basis because of the District's aging buildings and infrastructure. A Master Contract procedure provides a process for expediting smaller repair projects by letting a contract through task order bids from the prequalified firms. Thus, the proposed Ordinance authorizes the Master Contracts procedure for Maintenance and Repair projects of up to $200,000 and for Professional Services of up to $100,000. 2. Exceptions for Professional Services contracts of$5,000 or less. The revisions by the proposed Ordinance adds an exception to the formal request for proposals procedures for small projects costing $5,000 or less. These small contracts are more efficiently let by informal price quotes from a list of qualified service providers. 3. Clarification of little Brooks Act procedures for Professional Design Services contracts. Government Code section 4526 requires that contracts for professional design services be let to the highest ranked firm based on qualifications, not price. Although the courts have indicated that price may be considered in the procurement process, price may not be the predominant basis for letting these contracts. Professional design services include architectural, engineering, and construction project management services. Consequently, the District's process for procuring these services include a requirement for prospective firms to submit their price proposals in a separate sealed envelope, which are not opened until the highest qualified firm has been identified. If the District is not able to negotiate a contract with the highest qualified firm based on a reasonable fee, negotiations with the highest qualified firm stop. The price proposal of the second highest qualified firm is opened and negotiations with that firm commence. The process continues until a successful contract is negotiated. The proposed Ordinance clarifies the foregoing procedures that are employed by the District for Professional Design Services contracts. 4. Exceptions for Professional Design Services contracts of$5,000 or less. The revisions by the proposed Ordinance adds an exception to the formal request for proposals procedures for small projects costing $5,000 or less. 5. Clarification Regarding Projects Exempt from Formal Public Bidding. Under State Law, construction projects costing $35,000 or less, or sewerage maintenance or repair projects are not subject to the formal Public Works bidding procedures of Article 5 of the Ordinance. The proposed Ordinance clarifies that these projects exempt from formal public bidding must still be processed pursuant to the provisions of the Ordinance in Article 2 applicable to the procurement of goods and services, which still require some form of competitive bidding. Page 5 of 6 1050522.2 6. Definitions. (a) The proposed Ordinance incorporates the definitions into a separate Article within the ordinance rather than as an appendix. (b) In addition, the proposed Ordinance adds clarification to the definition of "Interested Parties" during the solicitation stage versus the award stage, and "Professional Services" and "Professional Design Services" based on the statutory definitions in the little Brooks Act. CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE Ordinance No. OCSD-47 does not affect the District's budget and reestablishes the Purchasing Ordinance compliance for procurement of goods, services and public works contracts. ATTACHMENT The following attachment(s) has been provided in hard copy and may be viewed on-line at the OCSD website(www.ocsd.com) with the complete agenda package: • Proposed Ordinance No. OCSD47 Page 6 of 6 1050522.2 ORDINANCE NO. OCSD-47 AN ORDINANCE OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT ESTABLISHING REQUIREMENTS AND PROCEDURES FOR THE PURCHASE OF GOODS, SERVICES, AND PUBLIC WORKS PROJECTS; AND REPEALING ORDINANCE NO. OCSD-44 OCSD-47-1 IN2653.2 CONTENTS Article 1. General Provisions .......................................................................................5 Section 1.01. Purpose and Scope .......................................................................5 A. Purpose...........................................................................................5 B. Scope..............................................................................................5 Section1.02. Title................................................................................................5 Section 1.03. Definitions......................................................................................5 Section 1.04. Rules and Guidelines..................................................................... 5 Section 1.05. Budgeted Funds ............................................................................6 Section 1.06. The Purchasing Manager ..............................................................6 A. Duties..............................................................................................6 B. Requests for Procurement. .............................................................6 Section 1.07. Exceptions to Competitive Selection..............................................6 A. Sole Source Procurement. ..............................................................6 B. Emergency Procurement. ...............................................................6 Section 1.08. Evaluation Committees..................................................................7 Section 1.09. Severability....................................................................................7 Article 2. Goods and Services .....................................................................................7 Section 2.01. Purpose and Scope.......................................................................7 A. Purpose...........................................................................................7 B. Scope..............................................................................................7 Section 2.02. Selection Process..........................................................................8 A. Competitive Sealed Bids.................................................................8 B. Award..............................................................................................8 C. Equal Bids.......................................................................................8 Section 2.03. Exceptions.....................................................................................8 A. Small Procurements........................................................................8 B. Cooperative Purchases...................................................................9 C. Multi-Step Sealed Bidding...............................................................9 D. Competitive Sealed Proposals. .......................................................9 E. Critical Time-Sensitive Procurements. .......................................... 10 F. Renewals. ..................................................................................... 10 OCSD-47-2 IN2653.2 G. Sole Source and Emergency Procurements. ................................ 10 H. Master Contracts; Maintenance and Repair Services Less Than or Equal to $100,000............................................................ 10 Article 3. Professional Services................................................................................. 11 Section 3.01. Purpose and Scope..................................................................... 11 A. Purpose......................................................................................... 11 B. Scope............................................................................................ 11 Section 3.02. Selection Process........................................................................ 12 A. Request for Proposals................................................................... 12 B. Evaluation and Ranking of Proposals. .......................................... 12 C. Negotiation of Contract. ................................................................ 12 Section 3.03. Exceptions................................................................................... 12 A. Sole Source and Emergency Procurements. ................................ 12 B. Contractors Reporting to the Board............................................... 13 C. Procurements of$5,000 or less. ................................................... 13 D. Master Contracts; Professional Services Less Than or Equal to $100,000. .................................................................................. 13 Article 4. Professional Design Services..................................................................... 13 Section 4.01. Purpose and Scope..................................................................... 13 A. Purpose......................................................................................... 13 B. Scope............................................................................................ 13 Section 4.02. Selection Process........................................................................ 13 A. Competitive Selection. .................................................................. 13 B. Professional Design Services Greater Than $200,000. ................ 13 C. Master Contracts; Professional Design Services Less Than or Equal to $200,000..................................................................... 16 Section4.03. Exceptions................................................................................... 17 A. Sole Source and Emergency Procurements. ................................ 17 B. Continuation of Services. .............................................................. 17 C. Procurements of$5,000 or less. ................................................... 17 Article 5. Public Works Projects................................................................................. 18 Section 5.01. Purpose and Scope..................................................................... 18 A. Purpose......................................................................................... 18 B. Scope............................................................................................ 18 OCSD-47-3 IN2653.2 Section 5.02. Selection Process........................................................................ 18 A. Design-Bid-Build. .......................................................................... 18 B. Design-Build..................................................................................20 C. Prequalification..............................................................................20 Section 5.03. Exceptions...................................................................................21 A. Emergencies and Calamities. .......................................................21 B. Specification of Brand or Trade Name. .........................................22 Article6. Protests ......................................................................................................22 Section 6.01. Solicitation Protests.....................................................................22 Section 6.02. Award Protests ............................................................................23 Section 6.03. Delay in Award.............................................................................23 Section 6.04. Remedies.....................................................................................23 Section 6.05. Public Documents........................................................................24 Article 7. Delegation of Authority to Award Contracts................................................24 Section 7.01. Award Authorization.....................................................................24 A. Delegation by General Manager. ..................................................24 B. Original Contracts and Contingencies...........................................25 C. Amendments and Change Orders.................................................25 Section 7.02. Task Orders.................................................................................25 Section 7.03. Time Extensions to Public Works Projects ..................................26 Article8. Ethics..........................................................................................................26 Section 8.01. Unlawful Consideration Prohibited...............................................26 Section 8.02. Conflicts of Interest......................................................................26 A. Compliance with the Political Reform Act......................................26 B. Compliance with Government Code § 1090..................................27 C. Requirements Applicable to Consultants. .....................................27 Article9. Definitions...................................................................................................27 Article10. Miscellaneous............................................................................................. 30 Section 10.01. Noncompliance................................................................... 30 Section 10.02. Effective Date..................................................................... 30 Section 10.03. Repeal of Ordinance No. OCSD-44. .................................. 30 Section 10.04. Certification and Publication............................................... 31 OCSD-47-4 IN2653.2 NOW, THEREFORE, the Board of Directors of the Orange County Sanitation District does hereby ORDAIN: Article 1. General Provisions Section 1.01. Purpose and Scope A. Purpose. This Ordinance is intended to: (1) Comply with certain provisions of state law requiring the District to adopt written purchasing procedures; (2) Ensure that the District complies with state law governing the award of Contracts for Goods, Services, and Public Works Projects; (3) Establish procedures to ensure that the District obtains quality goods and competent services at the best price and/or the best value; (4) Delegate certain spending authority to District employees in the interest of efficient administration; (5) Ensure that purchasing decisions are transparent for the public; and (6) Ensure that Contracts are awarded through a process that is fair to prospective Contractors and in the best interests of the District. B. Scope. This Ordinance governs the purchase of Goods, Services and the award of Contracts for Public Works Projects. Section 1.02. Title This Ordinance may be referred to as the Districfs "Purchasing Ordinance." Section 1.03. Definitions As used throughout this Ordinance, the terms set forth in Article 9 shall have the meanings as defined therein, unless the context in which they are used clearly requires a different meaning, or a different definition is prescribed for a particular Article or provision. Section 1.04. Rules and Guidelines The General Manager shall implement the requirements of this Ordinance through policies, rules, and guidelines governing the purchase of Goods and Services, and the award of Contracts for Public Works Projects. OCSD-47-5 IN2653.2 Section 1.05. Budgeted Funds No Contract for the purchase of Goods, Services, or Public Works Projects shall be awarded unless and until the General Manager identifies funds in the current budget that are allocated to the purchase. Section 1.06. The Purchasing Manager A. Duties. Consistent with the provisions of this Ordinance, the Purchasing Manager shall: (1) Procure, or supervise the procurement of, all Goods, Services, and Public Works Projects purchased by the District; and (2) Supervise and control inventories of supplies and materials. B. Requests for Procurement. When a Department desires to procure Goods and/or Services, the Department Director shall file a written Requisition, in advance, with the Purchasing Manager. The Requisition shall describe the Goods and/or Services to be acquired. Section 1.07. Exceptions to Competitive Selection Depending on the nature of the Contract and/or the circumstances, certain provisions of this Ordinance require that Contracts for Goods and/or Services be awarded based on Competitive Sealed Bids or Competitive Sealed Proposals. This Section 1.07 establishes certain general exceptions to competitive selection requirements for the procurement of Goods and Services. The exceptions set forth in this Section 1.07 do not apply to the award of Contracts for the construction of Public Works Projects. A. Sole Source Procurement. Notwithstanding any other provision of this Ordinance, a Contract for Goods and/or Services may be awarded based on Sole Source Procurement, without soliciting bids or proposals as might otherwise be required, if the General Manager or his designee determines in writing that it is in the best interest of the District to award the Contract because the Goods and/or Services are (1) of a unique nature based on their quality, durability, availability, fitness or qualifications for a particular use; or (2) only available from one source. B. Emergency Procurement. Notwithstanding any other provision of this Ordinance, a Contract for Goods and/or Services may be awarded through Negotiated Procurement, without soliciting bids or proposals as might otherwise be required, if the General Manager or his designee determines in writing that the District urgently needs the OCSD-47-6 IN2653.2 Goods and/or Services in order to respond effectively to an emergency. For purposes of this Section 1.07, emergency procurements are those purchases that are required to prevent immediate interruption or cessation of necessary services or to safeguard life, property, or the public health and welfare. In addition, emergency procurements as used in this Section also include critical time sensitive purchases where time is of the essence, and the District does not have sufficient time to solicit bids or proposals. For emergency procurements greater than $100,000, the General Manager shall obtain the concurrence of the Chair of the District's Board of Directors or, if the Chair is unavailable, the Vice Chair, and such action shall be ratified by the Board of Directors at its next regular meeting. Section 1.08. Evaluation Committees Evaluation committees convened in connection with procurements under this Ordinance shall generally be composed of District employees. In exceptional circumstances, however, the General Manager may appoint one or more persons not employed by the District to an evaluation committee if the General Manager determines that (1) evaluating proposals in connection with a particular procurement requires specialized expertise not available among District employees; (2) the procurement will impact another agency, and that agency desires to place a representative on the evaluation committee; or (3) it is otherwise in the District's interest to do so. Section 1.09. Severability If any provision of this Ordinance, or any application thereof to any person or circumstance, is held invalid, such invalidity shall not affect any other provision of this Ordinance or application to any person or circumstance which can be given effect without the invalid provision or application. The provisions of this Ordinance are declared to be severable. Article 2. Goods and Services Section 2.01. Purpose and Scope A. Purpose. California Government Code Sections 54202 et seq. requires the District to adopt written policies and procedures, including bidding requirements, governing the purchase of Goods and Services. This Article is intended to comply with Section 54202. B. Scope. The provisions of this Article 2 apply to Contracts for the purchase of Goods and Services other than Contracts for Professional Services (governed by Article 3), OCSD-47-7 IN2653.2 Professional Design Services (governed by Article 4), and Contracts for Public Works Projects (governed by Article 5). Section 2.02. Selection Process A. Competitive Sealed Bids. Subject to the exceptions set forth in Section 2.03, the award of Contracts for the purchase of Goods and Services shall be based on Competitive Sealed Bids. For each procurement, the Purchasing Manager shall: (1) Publish a Notice Inviting Bids that contains (a) a description of the Goods and/or Services required, (b) a description of the selection process, (c) bidder's security requirement, if applicable, (d) performance bond requirements, if applicable, and (a) such provisions, terms, and conditions, consistent with this Ordinance, that the Purchasing Manager determines are necessary, desirable, and/or advantageous to the District; (2) Open the bids publicly at the time and place designated in the Notice Inviting Bids, and record the amount of each bid; and (3) Determine whether the bids are responsive to the Notice Inviting Bids. B. Award. After the bids are opened, one of the following actions may be taken: (1)Award the Contract to the lowest Responsive and Responsible Bidder; (2) Reject any and all bids presented and/or re-advertise the bid; or (3) Declare that the Goods and/or Services may be acquired at a lower cost by negotiation in the open market and authorize the procurement in that manner. C. Equal Bids. If two or more Responsible Bidders submit the same lowest bid, the District may, in its discretion, accept either bid or a lower bid, if any, as may be obtained from one of the bidders through negotiation. Section 2.03. Exceptions A. Small Procurements. (1) Procurements of $5,000 or Less. Contracts subject to this Article 2 with an estimated value of $5,000 or less may be awarded without Competitive Sealed Bids if the Purchasing Manager determines that a Competitive Sealed Bids process would not result in a lower overall cost to the District. OCSD-47-8 IN2653.2 (2) Procurements of $50,000 or Less. Contracts subject to this Article 2 with an estimated value of $50,000 or less may be awarded by (a) soliciting at least three bids from identified vendors, and (b) awarding the Contract to the lowest Responsive and Responsible Bidder. If the Purchasing Manager cannot obtain at least three bids, the Contract may be awarded to the lowest Responsive and Responsible Bidder as long as the Purchasing Manager determines that the bid amount is fair and reasonable. (3) Piecemealing Prohibited. Procurements shall not be artificially divided into different individual Contracts so as to keep each Contract amount below one of the monetary thresholds set forth in this Part A. B. Cooperative Purchases. When another public agency or government purchasing cooperative organization has awarded a Contract for Goods and/or Services based on Competitive Sealed Bids or Competitive Sealed Proposals, and the agency or organization followed a process substantially similar to the process described in Section 2.02, the District may acquire Goods and/or Services under that Contract without obtaining Competitive Sealed Bids or Competitive Sealed Proposals. The District may enter into Contracts with other public agencies, government purchasing cooperative organizations within the United States, and/or Contractors for this purpose. C. Multi-Step Sealed Bidding. If the Purchasing Manager determines that it is impractical to initially prepare a description to support an award based on price, a process involving multi-step sealed bids may be utilized. The multi-step sealed bidding process involves (1) issuing an Invitation for Bids requesting the submission of un-priced offers; and (2) issuing a subsequent Invitation for Bids for priced offers from those vendors whose initial un-priced offers were deemed qualified under the criteria set forth in the initial Invitation for Bids. Award under this process shall be based on the lowest Responsive and Responsible Bidder. D. Competitive Sealed Proposals. If the Purchasing Manager determines in writing that the Competitive Sealed Bids procedure is not practical and/or not advantageous for the District in a particular case, one or more Contracts subject to this Article may be awarded based on Competitive Sealed Proposals. The Competitive Sealed Proposals process may be used (1) for Goods and/or Services that prove difficult to quantify or describe, where proposers are provided the opportunity to offer different approaches or solutions; and/or (2)for critical, routine or recurring goods or services that require consideration of the broadest possible range of competing services, products and materials available, fitness of purpose, performance reliability, standardization, life cycle costs, delivery timetables, reliable supply, support logistics, diversification of available sources and/or other similar factors in addition to the price in the award of these contracts. Award under this process shall be based OCSD-47-9 I0A2653.2 upon criteria that provide the best value for the District, wherein best value is not solely determined by price. E. Critical Time-Sensitive Procurements. The Purchasing Manager may purchase Goods and/or Services through Negotiated Procurement if the Purchasing Manager determines in writing that time is of the essence in the purchase of the Goods and/or Services. For critical time-sensitive procurements valued at more than $100,000, the General Manager shall obtain the concurrence of the Chair of the District's Board of Directors or, if the Chair is unavailable, the Vice Chair. F. Renewals. The Purchasing Manager may exercise any options to renew as may be included in existing Contracts without observing the bidding procedures prescribed in Section 2.02. G. Sole Source and Emergency Procurements. A Contract for the purchase of Goods and/or Services may be awarded without soliciting competitive bids if any of the exceptions set forth in Section 1.07 apply. H. Master Contracts: Maintenance and Repair Services Less Than or Equal to $100,000. The Purchasing Manager may purchase maintenance and repair Services estimated to cost less than or equal to $100,000 through the master contract procedures set forth below. (1) Request for Qualifications. If a master contract is let for maintenance and repair Services, then at least once every 3 years, the Purchasing Manager shall prepare and distribute a Request for Qualifications for the maintenance and repair Services required by the District. Each Request for Qualifications shall describe the selection criteria that will be used to determine whether suppliers or firms are eligible for the prequalified list. The Request for Qualifications shall require the following information, at a minimum, from proposers: (a) The firm's demonstrated competence and specialized expertise necessary to perform the type of Service needed; (b) The experience, training, and skills of the key personnel that will perform and manage the work for the District; (c) The firm's capacity and resources to perform the Services required within the specified period of time. The firm must demonstrate that it will provide a sufficient number of qualified staff, equipment, and facilities as applicable. OCSD-47-10 IN2653.2 (2) Evaluation Committee. The Purchasing Manager shall convene an evaluation committee to evaluate the responses to each Request for Qualifications. The Purchasing Manager shall chair the committee, and the Director of the Department requesting the Procurement shall appoint the remaining members. Each evaluation committee shall determine whether each supplier or firm has the demonstrated competence and qualifications to provide the Services necessary for the satisfactory performance of the Services required. (3) Lists. Based on the recommendations of the evaluation committee, with the concurrence of the Department Director, the Purchasing Manager shall establish a list of at least 3 prequalified Contractors. Each list shall be used for a maximum of 3 years. No later than 3 years after establishing a prequalified list, the Purchasing Manager may issue a new Request for Qualifications and establish a new list. (4) Master Contract. Master Contracts with firms on the prequalified list shall be awarded by the Board of Directors in the amount not to exceed the program budget approved by the Board of Directors. The original term of such Contracts shall be for 1 year, with an option to extend each Contract for up to 2 additional 1 year renewal periods. (5)Task Orders. The Department Director shall notify the Purchasing Manager when Services subject to this subsection 2.03(H) are required for a maintenance or repair project. Proposals shall be solicited from all the firms on the prequalified list and one of the firms shall be selected pursuant to the process set forth in Section 2.02. Individual Task Orders in an amount not to exceed $100,000 will be awarded for each project. Article 3. Professional Services Section 3.01. Purpose and Scope A. Purpose. This Article 3 is intended to ensure that the District retains Professional Services at fair and reasonable prices based on demonstrated competence and the professional qualifications necessary for the satisfactory performance of the services required. B. Scope. The provisions of this Article 3 apply to the award of Contracts for Professional Services and incidental services that members of a Professional Service firth, and those in their employ, may logically perform. The provisions of this Article 3 do not apply to the award of Contracts for Professional Design Services (governed by Article 4). OCSD-47-11 IN2653.2 Section 3.02. Selection Process Contracts for Professional Services shall be awarded pursuant to the following procedures: A. Request for Proposals. The Purchasing Manager shall prepare a Request for Proposals in consultation with the Director of the Department requesting the Procurement. The Purchasing Manager, with the concurrence of the Director of the Department requesting the Procurement, may select a limited number of Professional Service firms to receive the Request for Proposals. The Purchasing Manager may issue a Request for Qualifications to prospective Contractors as a means of identifying prospective recipients. The Purchasing Manager may publish notice of the Request for Proposals or Request for Qualifications. B. Evaluation and Ranking of Proposals. All responsive proposals shall be evaluated and ranked, from most qualified to least qualified, based on each firm's demonstrated competence and professional qualifications necessary for the satisfactory performance of the services required. The Purchasing Manager may establish a committee to conduct the evaluation. The Purchasing Manager or evaluation committee, if any, may discuss each proposal with its author to seek clarification or otherwise obtain relevant information. C. Negotiation of Contract. The Purchasing Manager shall negotiate a Contract with the firm deemed to be most qualified at a price that the Purchasing Manager, with the concurrence of the Director of the Department requesting the Procurement, deems to be fair and reasonable. If the Purchasing Manager determines that it is in the best interest of the District to enter into Contracts with two or more firms, the Purchasing Manager shall negotiate with the desired number of firms starting with the most qualified. The Purchasing Manager shall proceed down the list from most to least qualified until he or she has concluded negotiations with the desired number of firms at fair and reasonable prices. The District may, in its sole discretion, reject all proposals. Section 3.03. Exceptions A. Sole Source and Emergency Procurements. A Contract for Professional Services may be awarded without soliciting Competitive Sealed Proposals if the Purchasing Manager makes one of the determinations set forth in Section 1.07. OCSD-47-12 IN2653.2 B. Contractors Reporting to the Board. The provisions of this Article 3 shall not apply to the retention of Professional Service firms or individuals that are selected by the Board and report directly to the Board. For such Contracts, the Board shall determine the method of selection, consistent with the requirements of applicable law. C. Procurements of$5,000 or less. Contracts subject to this Article 3 with an estimated value of $5,000 or less may be awarded without following the Request for Proposal/Request for Qualifications process if the Purchasing Manager determines that a RFP/RFQ process would not result in a lower overall cost to the District. D. Master Contracts: Professional Services Less Than or Equal to $100,000. The Purchasing Manager may purchase Professional Services estimated to cost less than or equal to $100,000 through the master contract procedures set forth in Section 2.03(H), provided that individual task orders shall not exceed $100,000 for each project. Article 4. Professional Design Services Section 4.01. Purpose and Scope A. Purpose. This Article 4 is intended to ensure that the District retains Professional Design Services at fair and reasonable prices based on demonstrated competence and the professional qualifications necessary for the satisfactory performance of the services required. B. Scope. This Article 4 applies to the selection of Contractors for Professional Design Services. Section 4.02. Selection Process A. Competitive Selection. All Professional Design Services estimated to be greater than $200,000 shall be awarded based on Competitive Sealed Proposals. All Professional Design Services with an estimated value of $200,000 or less shall have a separate selection process based upon a master contract procedure whereby the District shall solicit Competitive Sealed Proposals and award one or more master contracts not to exceed $400,000 per year. B. Professional Design Services Greater Than $200,000. OCSD-47-13 IN2653.2 The requirements set forth in this subsection 4.02(B) shall apply to the purchase of Professional Design Services estimated to cost more than $200,000. (1)Annual List. Each Director of a Department that utilizes Professional Design Services shall file annually with the Purchasing Manager a list of specific disciplines for which Professional Design Services may be required. The Purchasing Manager may from time to time prepare and distribute a Request for Qualifications for the professional disciplines or project design services required by the District subject to this Part B. For each Request for Qualifications issued, the Purchasing Manager shall evaluate the responses, identify qualified firms, and maintain the responses of the qualified firms on file to be used in the Request for Proposals process described below. (2) Request for Proposals. The Purchasing Manager, in consultation with the Director of Engineering, shall issue a Request for Proposals for the Professional Design Services requested. Multiple projects may be bundled into one Request for Proposals such that multiple Contract awards may result from one Request for Proposals and selection may be based upon specialized services. (3) Content of Request for Proposals. Each Request for Proposals shall describe the Professional Design Services required and the selection process. Each Request for Proposals shall also set forth such provisions, terms, and conditions, consistent with this Ordinance, that the Purchasing Manager, in consultation with the Director of Engineering, determines are necessary, desirable, and/or advantageous to the District. Each Request for Proposals shall require that proposals contain, at a minimum, the following information: (a)The firm's qualifications for performing the proposed work. (b)The firm's relevant experience and performance on similar projects. (c) The firm's ability to complete the work within the time allotted. (d)The personnel that will be assigned to the project. (a)The estimated number of hours that each member of the team will spend on the project. (f) A statement that the firm's engagement for the project would not create a conflict of interest. (g) Any other information required to properly evaluate the firm's qualifications and experience with similar projects. (h) Proposals for construction management services shall demonstrate that the designated personnel have expertise and experience in construction project design review and evaluation, construction OCSD-47-14 IN2653.2 mobilization and supervision, bid evaluation, project scheduling, cost- benefit analysis, claims review and negotiation, and general management and administration of a construction project. (i) A fee proposal, based on the method of compensation specified in the Request for Proposal, and an estimate of total fees, enclosed in a separately sealed envelope. Commonly used methods of compensation for Professional Design Service Contracts include (i) cost plus fixed fee with a maximum amount; (ii) per diem rate(s) with a maximum amount; (iii) a lump sum (fixed) fee; and (iv) cost of time and materials. (4) Publication of Request for Proposals. The District shall publicize each Request for Proposals by two or more of the following methods: (a)Advertising in print or electronic media; and/or (b) Mailing the Request for Proposals to each Contractor who has submitted a Statement of Qualifications; and/or (c) Mailing the Request for Proposals to each vendor registered in the applicable category, based on the services identified in the Request for Proposals, in the District's on-line vendor database. (5) Staff Evaluation Committee. The Purchasing Manager shall convene an evaluation committee to evaluate the proposals. (a) Management and Composition. The Purchasing Manager shall serve as chair of the evaluation committee. The Director of Engineering shall appoint the other members of the committee. (b) Ranking of Firms. All proposals shall be evaluated and ranked, from most qualified to least qualified, based on each firm's demonstrated competence and professional qualifications necessary for the satisfactory performance of the services required. (c) Interviews. At its discretion, the evaluation committee may interview one or more of the firms that have submitted proposals. (d) Report. The evaluation committee shall prepare a written report for the Purchasing Manager and the Director of Engineering setting forth, at a minimum, the ranking of firms from most qualified to least qualified. (6) Negotiations. The Purchasing Manager and the Director of Engineering shall negotiate a Contract with the firm that the evaluation committee deems to be most qualified. Fee proposals shall not be opened until the highest ranked proposer is identified. Only the highest ranked proposers fee proposal will be opened. If those negotiations fail, the OCSD-47-15 IN2653.2 Purchasing Manager shall negotiate with the second most qualified firm, and so on, until an agreement is reached. The Purchasing Manager shall proceed down the list from most to least qualified until he or she has concluded negotiations with the desired number of firms at fair and reasonable prices. The Director of Engineering shall make a written determination that the negotiated fee is fair and reasonable. All unopened price proposals will be returned to the firm that submitted it. The District may, in its sole discretion, reject all proposals. C. Master Contracts: Professional Design Services Less Than or Equal to 200 000. The requirements set forth in this subsection 4.02(C) shall apply to the purchase of Professional Design Services estimated to cost less than or equal to $200,000 for each individual project. (1) Reguest for Qualifications. At least once every 3 years, the Purchasing Manager shall prepare and distribute a Request for Qualifications for each professional discipline or project design service required by the District subject to this subsection. Each Request for Qualifications shall describe the selection criteria that will be used to determine whether firms are eligible for the prequalified list. The Request for Qualifications shall require the following information, at a minimum, from proposers: (a) The firm's demonstrated competence and specialized expertise necessary to perform the type of services needed; (b) The education, experience, training, and skills of the key personnel that will perform and manage the work for the District; (c) The firm's capacity and resources to deliver the services required within the specified period of time, including but not limited to a sufficient number of qualified staff, computer hardware, computer software, special equipment and facilities as applicable; and (d) The proximity of the firm's officals) to the District, the specific location of key personnel, and the firm's experience and familiarity with the operation of local government. (2) Evaluation Committee. The Purchasing Manager shall convene an evaluation committee to evaluate the responses to each Request for Qualifications. The Purchasing Manager shall chair the committee, and the Director of Engineering shall appoint the remaining members. Each evaluation committee shall determine whether each firm has the demonstrated competence and professional qualifications necessary for the satisfactory performance of the services required. OCSD-47-16 IN2653.2 (3) Lists. Based on the recommendations of the evaluation committee, with the concurrence of the Director of Engineering, the Purchasing Manager shall establish a list of at least 5 prequalified Contractors within each discipline. Each list shall be used for a maximum of 3 years. No later than 3 years after establishing a prequalified list for each discipline, the Purchasing Manager shall issue a new Request for Qualifications and establish a new list. (4) Master Contract. Master Contracts with firms on the prequalified list shall be awarded by the Board of Directors in an amount not to exceed $400,000 per year. The original term of such Contracts shall be for 1 year, with an option to extend each Contract for up to 2 additional 1 year renewal periods. (5)Task Orders. The Director of Engineering shall notify the Purchasing Manager when Professional Design Services subject to this subsection are required for a project. Proposals shall be solicited, with price proposals submitted in a separate sealed envelope, from at least 2 firms on the prequalified list and one of the firms shall be selected pursuant to the process set forth in subsection 4.02(B)(6). In determining which firms will be invited to submit proposals, the Purchasing Manager shall follow the selection or rotation process, if any, set forth in the Request for Qualifications, subject to the best interests of the District in any particular case. Individual Task Orders in an amount not to exceed $200,000 will be awarded for each project. The Director of Engineering shall make a written determination that the negotiated fee is fair and reasonable for the task. Section 4.03. Exceptions A. Sole Source and Emergency Procurements. Contracts for Professional Design Services may be awarded without soliciting Competitive Sealed Proposals if the Purchasing Manager makes one of the determinations set forth in Section 1.07. B. Continuation of Services. A new contract for additional services related to work already performed under an existing Contract for Professional Design Services may be awarded without observing the bidding procedures prescribed in subsection 4.02(B) or subsection 4.02(C), as applicable. In connection with any such new contract, the Director of Engineering shall determine in writing that (1) it is in the District's best interests to have the original firm perform additional, related services, and (2) the negotiated price is fair and reasonable. C. Procurements of$5,000 or less. Contracts subject to this Article 4 with an estimated value of $5,000 or less may be awarded without following the Request for Proposal/Request for Qualifications OCSD-47-17 IN2653.2 process if the Purchasing Manager determines that a RFP/RFQ process would not result in a lower overall cost to the District. Article 5. Public Works Projects Section 5.01. Purpose and Scope A. Purpose. This Article 5 is intended to implement state statutes that govern the District's award of construction Contracts for Public Works Projects. B. Scope. This Article 5 applies to the District's award of Contracts for the construction of Public Works Projects exceeding $35,000 other than sewerage maintenance or repair projects pursuant to Public Contract Code section 20783 (Projects estimated at $35,000 or less, and sewerage maintenance or repair projects, may be processed pursuant to Article 2). Section 5.02. Selection Process A. Design-Bid-Build. (1) Competitive Sealed Bids. For projects subject to Public Contracts Code section 20783, the District shall select firms for Public Works Projects pursuant to the process described in this subsection 5.02(A). (a) Notice Inviting Bids. For each prospective Contract, the Purchasing Manager shall publish a Notice Inviting Bids as required by Public Contract Code Section 20783. (i) Manner of Publication. Each Notice Inviting Bids shall be published in a newspaper of general circulation, on industry bulletin boards, and/or on the District's website at least 10 days before the date for the opening of bids consistent with the requirements set forth in Public Contracts Code section 20783. (ii) Contents. Each Notice Inviting Bids shall: 1. Establish a deadline for the receipt of bids that is at least 10 calendar days after the first publication of the Notice Inviting Bids; 2. Provide that the District, in its sole discretion, may reject any and all bids; 3. Set forth a procedure that shall be followed in the event of a tie between the lowest Responsive and Responsible bidders; OCSD-47-18 IN2653.2 4. Require bidders to post a bidder's security; 5. State that if a Contract is awarded to the bidder, a payment bond is required pursuant to Civil Code section 9550; 6. Contain detailed plans and specifications for the project. Subject to the exceptions set forth in subsection 5.03(B), the specifications shall not call for a designated material, product, thing, or service by specific brand or trade name unless the District complies with the requirements under California Public Contract Code section 3400 at seq.; and 7. Contain whatever provisions, consistent with this Ordinance, the Purchasing Manager determines are necessary, desirable, and/or advantageous to the District. (b) Bid Opening. The Purchasing Manager shall open the bids publicly in the presence of one or more witnesses at the time and place designated in the Notice Inviting Bids. The Purchasing Manager shall record the amount of each bid together with the name of each bidder. This record, and each bid, shall be considered public records and shall be available to the public at the point in time specified in the Notice Inviting Bids and consistent with the Public Records Act. (c) Redaction of Bids. The District may reject all bids received for a particular project and: (i) Re-advertise for bids; or (ii) Authorize construction of the project through a Negotiated Procurement of day labor and/or materials or supplies, if the Board adopts a resolution by a four-fifths vote declaring that (i) the work can be performed more economically by day labor, and/or (ii) the materials or supplies can be obtained at a lower price in the open market. (d) No Bids. If the District does not receive any bids for a particular project, the District's Board of Directors may authorize the Purchasing Manager to conduct a Negotiated Procurement, and present his or her recommendation to the Board for approval. (a)Award to Lowest Responsive and Responsible Bidder. Unless the District rejects all bids, the Contract shall be awarded to the lowest Responsive and Responsible Bidder. If two or more Responsible Bidders submit the same lowest bid, the District may, in its discretion, accept either bid or a lower bid, if any, as may be obtained from one of the lowest bidders through negotiation. If the lowest Responsive and Responsible Bidder refuses to enter into a Contract, then the lowest OCSD-47-19 IN2653.2 Responsive and Responsible Bidder shall forfeit its bidder's security, and the Contract shall be awarded to the next lowest Responsive and Responsible Bidder. B. Design-Build. As may be authorized by the Public Contract Code or other statute, the District may utilize a design-build selection process for the award of Public Works Contracts. C. Prequalification. The Purchasing Manager may limit the field of prospective bidders for Public Works Contracts by prequalifying Contractors pursuant to California Public Contract Code Section 20101 and the requirements of this subsection 5.02(C). Prequalification shall only be required when the Purchasing Manager or the Director of Engineering determines that prequalification is necessary or desirable. The Purchasing Manager may (i) prequalify a list of Contractors for the right to bid on any specific Public Works Project, and/or (ii) prequalify lists of Contractors for the right to bid on unspecified projects of a certain type or size pursuant to Public Contracts Code section 20101(c). If the Purchasing Manager elects to prequalify lists of Contractors for the right to bid on unspecified projects of a certain type or size, he or she shall conduct a prequalification process quarterly, and all qualifications shall be valid for one year. For each prequalified list of either type, the Purchasing Manager shall evaluate and prequalify Contractors pursuant to the following procedures: (1) Questionnaires and Rating Criteria. The Purchasing Manager shall develop a questionnaire and rating criteria for each prequalification. All criteria shall be relevant and objective. The Purchasing Manager may rely on the Department of Industrial Relations model guidelines, questionnaires, and forms, and/or establish additional or modified criteria. (2) Statements of Qualifications. The Purchasing Manager shall solicit Statements of Qualifications from prospective bidders. (3) Evaluation Committee. The Purchasing Manager shall convene an evaluation committee to evaluate each Statement of Qualifications. The Purchasing Manager shall chair the committee, and the Director of Engineering shall appoint the remaining committee members. The evaluation committee shall review each Statement of Qualifications, rate the Contractors according to their qualifications and objective criteria, and determine which Contractors are qualified and which Contractors are not qualified. (4) Notice of Determination. When the evaluation committee completes its review, the Purchasing Manager shall send each Contractor written OCSD-47-20 IN2653.2 notice of the committee's determinations regarding that Contractor. If the evaluation committee determines that a Contractor is not qualified, the written notice shall also set forth the basis for that determination and any relevant supporting evidence that the evaluation committee considered. (5)Appeal Process. (a) Notice of Appeal. Any Contractor may appeal to the General Manager any determination of the evaluation committee, including any rating assigned to the Contractor and any decision to disqualify the Contractor, by filing a written notice of appeal within 7 working days after the Purchasing Manager mails the notice described in subsection 5.02(C)(4). (b) Hearing. Within 5 working days of the receipt of an appeal, the General Manager, or a designee of the General Manager who has not been involved in the evaluation of qualifications of Contractors for the project, shall conduct a hearing on the appeal. During the hearing, the affected Contractor or subcontractor shall have the opportunity to rebut any evidence used as a basis for disqualification and to present evidence to the General Manager or the General Manager's designee as to why the prospective bidder should be found qualified. (c) Decision. Within 5 working days of the conclusion of the hearing, the General Manager or the General Manager's designee shall issue a written decision on the appeal. The decision of the General Manager or the General Manager's designee shall be final. Section 5.03. Exceptions A. Emergencies and Calamities. (1) The provisions of this subsection 5.03(A) apply in the event of an emergency or calamity involving a sudden, unexpected occurrence that poses a clear and imminent danger requiring immediate action to prevent or mitigate the loss or impairment of life, health, property, or essential public services. In the event of such an emergency or calamity, the District may, through Negotiated Procurement, award Contracts to repair or replace facilities, take any directly related and immediate action required by the emergency or calamity, and procure the necessary equipment, services, and supplies for those purposes. (2) The General Manager may take the actions described in subdivision (1) above, with the concurrence of the Chair of the Board of Directors and/or the Vice Chair, without obtaining prior approval of the District's Board of Directors. In taking any such action, the General Manager shall follow the procedures set forth in Public Contracts Code Section 22050. (3) In the alternative, the District's Board of Directors may, by resolution adopted by a four-fifths vote, take the actions described in subdivision OCSD-47-21 IN2653.2 (1) above. In taking any such action, the District shall follow the procedures set forth in Public Contracts Code 22050. B. Specification of Brand or Trade Name. Notwithstanding subsection 5.02(A)(1)(a)(ii)(6), the specifications for a Public Works Contract may call for a designated material, product, thing, or service by specific brand or trade name without inserting the words "or equal" if the District complies with the requirements of the California Public Contract Code section 3400 at seq. The General Manager is authorized to make the findings required under California Public Contract Code section 3400 at seq. The Notice Inviting Bids or Request for Proposals shall state that a particular material, product, thing, or service is necessary or desirable for any of the following purposes: (1) In order that a field test or experiment may be made to determine the product's suitability for future use; (2) In order to match other products in use on a particular public improvement either completed or in the course of completion; (3) In order to obtain a necessary item that is only available from one source; (4) In order to respond to an emergency declared by the District, but only if the declaration is approved by a four-fifths vote of the District's Board of Directors; or (5) In order to respond to an emergency declared by the state, a state agency, or political subdivision of the state, but only if the facts setting forth the reasons for the finding of the emergency are contained in the public records of the District. Article 6. Protests The District shall afford Interested Parties an opportunity to protest the solicitation of bids and proposals and the award of contracts as set forth in this Article 6. The General Manager shall adopt detailed protest procedures consistent with this Article 6. The protest procedures governing any particular procurement shall be set forth in the Notice Inviting Bids or the Request for Proposals, as applicable. Section 6.01. Solicitation Protests A. Interested Parties may file a Solicitation Protest Statement with the Purchasing Manager on the grounds that a free and open competition has not taken place, or cannot take place, and/or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous. Each Notice Inviting Bids and Request for Proposals shall identify the date and time that the Solicitation Protest Statement is due, the information required OCSD-47-22 IN2653.2 to be included in the Solicitation Protest Statement, the evaluation process, and the types of remedies available. B. The Purchasing Manager shall evaluate each Solicitation Protest Statement and determine what actions, if any, will be taken to remedy any deficiency. The decision of the Purchasing Manager shall be final. Section 6.02. Award Protests A. In connection with any competitive selection process, any Interested Party may file an Award Protest Statement with the Purchasing Manager on the ground that a free and open competition has not taken place in connection with the award recommendation. The Purchasing Manager shall not, however, consider any protest based on a finding that a bid or proposal is not responsive. B. Each Notice Inviting Bids and Request for Proposals shall identify the deadline for Award Protest Statements and describe the information required to be included in any Award Protest Statement, the evaluation process, the appeal process, and the types of remedies available. C. The Purchasing Manager shall evaluate each Award Protest Statement and determine what actions, if any, will be taken to remedy any deficiency. D. The Purchasing Manager's decision on an Award Protest Statement may be appealed to the Director of Finance and Administrative Services and the Director of the Department requesting the Procurement. The Director of Finance and Administrative Services and the Director of the Department requesting the Procurement shall evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager's determination. For Contracts to be awarded by District staff, the decision of the Director of Finance and the Director of the Department requesting the Procurement shall be final. For Contracts to be awarded by the Board of Directors, the Board may consider any Award Protest Statements in connection with its consideration of the Contract. Section 6.03. Delay in Award A. Execution of any proposed contract shall be delayed pending resolution of any protests unless one or more of the following conditions is present: (1) The items or services being procured are urgently required; (2) Delivery or performance will be unduly delayed by failure to make an award promptly; or (3) Failure to make prompt award will otherwise cause undue harm to the District. Section 6.04. Remedies OCSD-47-23 IN2653.2 A. If the final decision maker determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, the District, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate: (1) Prior to award, the District may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures; (2) Take no further action; or (3) Take any other action that is permitted by law to promote compliance with applicable statutes, regulations, policies and/or procedure. B. In determining the appropriate remedy, if any, the District shall consider all the circumstances surrounding the Notice Inviting Bids or Requests for Proposal and/or award, including, but not limited to: (1) The seriousness of any deficiency found to exist in the contracting process; (2) The effect of the action on the competitive process; (3)Any urgency surrounding the contract requirement; and (4) The effect that implementing the remedy will have on the District. C. Nothing contained herein shall be construed to act as a limitation on the District's choice of remedies or confer any right upon any Interested Party or affected party to a remedy. Section 6.05. Public Documents Solicitation Protest Statements and Award Protest Statements are public documents. The District will notify the affected parties when a protest has been submitted, and will provide copies of the Protest Statements to the affected parties upon written request. Article 7. Delegation of Authority to Award Contracts This Article 7 applies to all Contracts for Goods, Services, and Public Works Projects entered into by the District. Section 7.01. Award Authorization A. Delegation by General Manager. The General Manager shall establish written procedures governing the delegation of authority to award and execute Contracts consistent with this Ordinance. Upon delegation of authority by the General Manager, each Department Director may further delegate authority to initiate a written Requisition consistent with the General Manager's written procedures. OCSD-47-24 IN2653.2 B. Original Contracts and Contingencies. The Board of Directors hereby delegates the authority to award Contracts within specified limits as follows: r I j Delegated Authority j Authorized Action F----------------------------------f----------------------------------------------------------------I General Manager/ j Authorization to approve and execute Contracts Assistant General for budgeted procurements up to $100,000, j Manager including any contingency. All procurements over $50,000 are to be reported to the Board of Directors on a quarterly basis. Standing Committees Authorization to approve procurements over $100,000 up to $200,000, plus a contingency of up to 50%, for a total spending authority of up to $300,000 for each Contract. ----------------- -------------------------------- Board of Directors All original Contracts for procurements that exceed the limits of the Standing Committees shall be approved by the Board of Directors. C. Amendments and Change Orders. The Board of Directors hereby delegates the authority to approve Amendments and Change Orders in any amount as follows: r I j Delegated Authority Authorized Action k----------------4------------------------- -------------------------A General Manager/ (1) Authorization to approve and execute Assistant General Amendments and Change Orders as long as (1) the Manager Amendment or Change Order is recommended by the applicable Department Director, and (2) the Amendment or Change Order does not change the contract price or the new contract price is within the approved contingency. (2) Authorization to approve and execute Amendments to chemical Contracts, unless the Contract unit price has increased from the unit price approved by the District's Board of Directors. Unit price increases in chemical Contracts require Board of Directors approval. `--------------------------------`-----------------------------------------------------------------= Section 7.02. Task Orders OCSD-47-25 IM653.2 The Board of Directors hereby delegates the authority to award Task Orders within specified limits as follows: r Delegated Authority j Authorized Action r i General Manager/ j Authorization to approve, upon the Assistant General Manager recommendation of the Department Director, and execute Task Orders and/or Amendments to the Task Orders provided the cumulative total of the Task Order and Amendments thereto do not exceed $100,000. 'F.---------------------------------- --------------------------------j Standing Committees Authorization to approve, upon the recommendation of the General Manager/Assistant General Manager, Task Orders and/or Amendments to the Task Orders over $100,000 provided the cumulative total of the Task Order and Amendments do not exceed $200,000. ------------------------------------------------------------------------------------------ �I1 Board of Directors 1 All Task Orders and/or amendments that exceed $200,000 shall be approved by the Board of Directors. Section 7.03. Time Extensions to Public Works Projects The General Manager may approve and execute Change Orders for Public Works Project Contract time extensions that do not involve any increase in compensation over the approved Contingency. Article 8. Ethics Section 8.01. Unlawful Consideration Prohibited District Officials shall neither solicit nor receive bribes, rebates, kickbacks, and/or any other unlawful consideration from any contracting party, or any party seeking a Contract with the District, in exchange for favorable treatment or any other action. Section 8.02. Conflicts of Interest A. Compliance with the Political Reform Act. District Officials shall not make any Contracts, participate in the making of any Contracts, or in any way attempt to use their official positions to influence any decision on any Contracts, in violation of Government Code Sections 87100 et seq. OCSD-47-26 IN2653.2 B. Compliance with Government Code & 1090. Without limiting the requirements of Part A above, no District Official shall make any Contract, participate in the making of any Contract, or in any way attempt to use his or her official position to influence any decision on a Contract, in violation of California Government Code Section 1090. C. Reguirements Applicable to Consultants. Consultants designated by the District's Conflict of Interest Code shall comply in all respects with Government Code Section 87100 et seq., and it's implementing regulations. Article 9. Definitions Amendment means a properly executed written agreement entered into and between the District and the Contractor, or issued by the District, covering modifications to the original Contract and which may result in adjustments to provisions of the Contract, including, but not limited to, terms, scope of work, compensation, and/or period of performance. Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the contract, which shall be submitted after receipt of sealed bids/proposals, but before award of a contract, as specified herein. Best value means the overall combination of quality, price, and other elements of a proposal/bid (or combination of several proposals/bids) that, when considered together, provide the greatest overall benefit in response to the requirements described in the solicitation documents. Change Order means a properly executed written agreement entered into and between the District and the Contractor, or unilaterally issued by the District, covering modifications to the original Contract, and which may result in adjustments to the provisions of the Contract, including, but not limited to, terms, scope of work, cost and/or period of performance. Competitive Sealed Bids means a selection process whereby prospective Contractors submit sealed bids and the Contract is awarded to the lowest Responsive and Responsible Bidder. Competitive Sealed Proposals means a selection process whereby prospective Contractors submit sealed proposals and the Contract is awarded to the proposal that best meets the criteria specified in the Request for Proposals. Contingency means an amount above the original Contract price, as awarded by the delegated authority, established at the time of Contract award, as may be amended thereafter, to be used for Contract changes. OCSD-47-27 IN2653.2 Contract means any type of agreement for the purchase of Goods, Services, and/or Public Works Projects. Contracts may be labeled in various different ways, including, but not limited to, "contract" "agreement," "purchase order," and "task order." Contractor means any person or entity that has a Contract with the District. Department means one of the District's designated departments. Design-Bid-Build means a selection process for the award of Public Works Contracts involving three basic steps: (1) the District hires a design professional to prepare detailed plans and specifications or the District prepares detailed plans and specifications; (2) the District solicits bids from construction firms based on the detailed plans and specifications; and (3) the District awards the Contract to the lowest Responsive and Responsible Bidder. Design-Build means a selection process for the award of Public Works Contracts involving two basic steps: (1) the agency solicits proposals from pre-qualified firms to design and construct a project; and (2) depending on the award criteria set forth in the Request for Proposals, the agency awards the Contract to either (a) the lowest Responsive and Responsible Bidder, or (b) the proposal that presents the "best value" Director means a director of one of the District's designated departments, or his or her designee(s). Director of Engineering means the District's Director of Engineering or his or her designee(s). District means the Orange County Sanitation District. District Board or Board means the Board of Directors of the Orange County Sanitation District. District Official means any member of the District's Board of Directors, any District employee, and any District consultant that is designated under the District's Conflict of Interest Code. General Manager means the General Manager of the District, or his or her designee(s). Goods means fixed, movable, disposable, and/or reusable products, commodities, equipment, materials, supplies or items used by the District, and excludes land or any interest in real property. Interested Partv shall mean: (1) on solicitation, all bidders or proposers, and prospective bidders or proposers; (2) on award, the unsuccessful bidder or proposer with a direct economic interest in the outcome of their protest. OCSD-47-28 IN2653.2 Mailing means transmission by United States Postal Service, electronic mail, or facsimile. Negotiated Procurement means a selection process whereby the Purchasing Manager identifies one or more prospective Contractors of his or her choice, negotiates with one or more of them, and awards the Contract to one of them based on the best interest of the District. Notice Inviting Bids/Invitation for Bids means all documents, whether attached or incorporated by reference, utilized for soliciting bids. Procurement means buying, purchasing, renting, leasing, or otherwise acquiring any goods, services, construction, construction services, or professional services, including professional design services. It also includes all functions that pertain to the obtaining of any goods, services, or construction, including description of requirements, election and solicitation of sources, preparation and award of contract, and all phases of contract administration. Professional Services means (i) services provided by professionals that involve specialized judgment, skill, and expertise, and (ii) incidental services that professionals, and those in their employ, may logically or justifiably perform. Professional Services include, but are not limited to, services provided by accounting, financial, information technology, human resources consultation and advocacy, legislative advocacy, and scientific research/consulting firms. Professional Design Services means architectural, landscape architectural, engineering, environmental, land surveying, or construction project management services retained by the District in connection with, but not limited to, construction, alteration, and/or repair projects. Public Works/Public Works Project means a project involving the construction, erection, or alteration of any type of structure, building, or improvement other than sewerage maintenance or repair projects. Purchasing Manager means the District's Contracts, Purchasing and Materials Management Manager, or his or her designee(s). Request for Proposals means all documents, whether attached or incorporated by reference, utilized for soliciting proposals. Request for Qualifications means a request for detailed information concerning the qualifications of prospective Contractors. Requisition means an approved written document making a request for Goods and Services OCSD-47-29 IN2653.2 Responsible Bidder means a bidder who has demonstrated the attribute of trustworthiness, as well as quality, fitness, capacity, and experience to satisfactorily perform the requested services or project. Responsive Bidder/Proposer means a bidder/proposer who has submitted a bid/proposal which conforms in all material respects to the Notice Inviting Bids/Invitation for Bids/Request for Proposals. Services means the furnishing of materials, labor, time, or effort by a Contractor. Services include both general services (janitorial, landscape, repair, maintenance, etc.) professional services, and professional design services, unless otherwise specified. Sealed (Bids or Proposals) means the submittal of bids or proposals, either in paper or electronic format, whereby the bid or proposal documents are opened at a specific time and not before. Sole Source Procurement means the acquisition of Goods and/or Services from a single source. Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the bid/proposal due date as specified herein. Standing Committee means one of the permanent committees designated by the Board of Directors as "Standing Committees." Task Order means a written document pursuant to a Contract issued by the Purchasing Manager which provides for the issuance of orders, containing a defined budget, scope of services, and schedule, and authorizes a Contractor to incur a specified amount for the performance of tasks. Article 10. Miscellaneous Section 10.01. Noncompliance Any Contract entered into which fails in any respect to comply with the provisions of this Ordinance may be voided by the Board of Directors in its sole and absolute discretion. Any employee who willfully and knowingly violates any provision of this Ordinance may be subject to disciplinary action. Section 10.02. Effective Date This Ordinance No. OCSD-47 shall take effect June 1, 2015, upon adoption by the Board of Directors. Section 10.03. Repeal of Ordinance No. OCSD-44. OCSD-47-30 104265 Ordinance No. OCSD-44, entitled "An Ordinance of the Board of Directors of Orange County Sanitation District Establishing Requirements and Procedures for the Purchase of Goods, Services, and Public Works Projects" is hereby repealed in its entirety. Section 10.04. Certification and Publication. The Clerk of the Board shall certify to the adoption of this Ordinance, and shall cause a summary to be published in a newspaper of general circulation within 15 days as required by law. PASSED AND ADOPTED by a majority of the Board of Directors of the Orange County Sanitation District at a Regular Meeting held , 2015. Tom Beamish Chairman of the Board of Directors ATTEST: Kelly A. Lore Clerk of the Board APPROVED AS TO FORM: Bradley R. Hogin General Counsel OCSD-47-31 IN2653.2 STATE OF CALIFORNIA ) )SS. COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of Orange County Sanitation District, do hereby certify that the above and foregoing Ordinance No. OCSD-47 was introduced for first reading at a regular meeting of said Board on the 25th day of March, 2015, and passed and adopted at a regular meeting of said Board on the 22nd day of April, 2015, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: IN WITNESS WHEREOF, I have hereunto set my hand this day of_, 2015. Kelly A. Lore Clerk of the Board Orange County Sanitation District OCSD-47-32 IN2653.2 STEERING COMMITTEE Meath,Dale TOBd 0111 r. 04/22/15 oa/zz/Is AGENDA REPORT Item Number Item Number 6 18 Orange County Sanitation District FROM: Steve Filarsky, Chief Negotiator CHIEF NEGOTIATOR'S RECOMMENDATION A. Adopt Resolution No. OCSD 15-10, entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District approving the Memorandum of Understanding between the Orange County Sanitation District and the International Union of Operating Engineers, Local 501 (Local 501), for Fiscal Years 2014/2015 & 2015/2016" and B. Direct staff to finalize and sign the Memorandum of Understanding (MOU) between Orange County Sanitation District and the Local 501 bargaining unit. SUMMARY The Memorandum of Understanding (MOU) between the Orange County Sanitation District (OCSD) and the International Union of Operating Engineers, Local 501 (Local 501) expired on June 30, 2014. Local 501 and OCSD opened negotiations on June 9, 2014. OCSD and Local 501 have met a total of eight (8) times to date. Seven (7) proposals have been exchanged, and OCSD has provided three (3) presentations in response to Local 501 information requests. On January 28, 2015, the Board of Directors directed the Chief Negotiator to make a counter proposal to Local 501 including a two-year contract with a 2% salary increase in the first year and 2% salary increase in the second year. Pursuant to the understanding with Local 501 at the beginning of negotiations, the salary changes would take effect retroactively to July 11, 2014, the first pay period in the current fiscal year. OCSD delivered this counter proposal to Local 501 on February 10, 2015. Two subsequent meetings occurred on February 23, 2015 and March 23, 2015, respectively, continuing the discussion regarding the District's most recent proposal. On April 13, 2015, Local 501 voted to ratify the contract. The key points include the following: • Salary Increases (2-Year Cost: $1.35M, all-inclusive of benefits) - 2% in Year 1; and 2% in Year 2. • Medical Reopener - Parties agree to reopen negotiations, immediately following ratification, regarding health insurance carrier and/or plan design changes in order to achieve cost containment. Page 1 of 6 • Classification & Compensation Study - OCSD agrees to include a representative from Local 501 to participate as a partner in the agency-wide Classification & Compensation study. • Probationary Period - OCSD agrees to change the probationary period for new employees from the current one (1) year to six (6) months. • Reopeners on Standby Pay, Shift Differential and Relief Operator - Parties agree to participate in reopener discussions on Standby Pay, Shift Differential and Relief Operator following the ratification of the contract. The reopeners do not require the District to make any changes unless mutually agreed to by the District. PRIOR COMMITTEE/BOARD ACTIONS In preparation for and during the meet and confer process, the Chief Negotiator received direction for labor negotiations with Local 501 from the Steering Committee and the Board of Directors. The Loral 501 meet and confer process was agendized for discussion, and discussed, at the following Committee/Board meetings in closed session: • February 19, 2014 —Administration Committee • May 28, 2014 — Steering Committee • June 25, 2014 — Steering Committee • July 9, 2014—Special Steering Committee Meeting • July 23, 2014— Steering Committee and Board Meeting • August 27, 2014—Steering Committee and Board Meeting • November 19, 2014 — Steering Committee and Board Meeting • January 28, 2015— Steering Committee and Board Meeting • February 25, 2015 — Steering Committee and Board Meeting • March 25, 2015— Steering Committee ADDITIONAL INFORMATION Local 501 is the recognized employee organization certified to provide exclusive representation over wages, hours of work, and other terms and conditions of employment for OCSD's 194 non-exempt Operations and Maintenance employees. The MOU between OCSD and Local 501 expired on June 30, 2014. Based on Board direction, OCSD issued a counter proposal to Local 501 on February 107 2015, including a two-year contract with a 2% salary increase in the first year, and a 2% salary increase in the second year. This proposal mirrored the proposal that the Board approved for years two (2) and three (3) of the Supervisor Group and Professional Group MOUs on December 17, 2014. The proposal also mirrored the Page 2 of 6 terms approved by the Board on February 25, 2015 with the three (3) bargaining units represented by the Orange County Employees Association (OCEA). Two subsequent meetings occurred on February 23, 2015 and March 23, 2015, respectively, continuing the discussion regarding the District's most recent proposal. On April 13, 2015, Local 501 voted to ratify the contract. The agreement includes the following key items: • Salary o Year 1 — 2.0% Salary Increase, retroactive to the first pay period of July 2014. o Year 2 — 2.0% Salary Increase, effective the first pay period of July 2015. • Medical Reopener o Medical reopener upon ratification to discuss the transition from Anthem to Blue Shield through California State Association of Counties — Excess Insurance Authority (CSAC-EIA), or to another carrier directly, and varied plan design changes in order to mitigate excise taxation in 2018 and achieve cost containment. Potential strategies for consideration include, but are not limited to, the following: plan design changes to office and specialist copays, emergency room copays, plan deductibles and contribution rates; and alternative plan offerings such as a high deductible health plan with health savings account funding. • The parties agree that this reopener shall be subject to Government Code Section 3505.4 and case law, including PERB, decisions which interpret that provision. • Classification & Compensation (C&C) Study o OCSD agrees to include a representative from Local 501 to participate as a partner in the agency-wide C&C study. • Probationary Period o OCSD agrees to change the probationary period for new employees from the current one (1) year to six (6) months. • Reopeners on Standby Pay, Shift Differential, and Relief Operator o OCSD agrees to participate in reopeners to discuss Article 19 Standby Pay, Article 26 Shift Differential, and Article 42.9 Relief Operator. • The parties acknowledge that this re-opener does not obligate the District or Local 501 to change and/or modify any provisions of the MOU during the term of this MOU. Any changes/modifications to the MOU as a consequence of this re-opener must be by mutual agreement. The failure to reach mutual agreement is not subject to the MOU grievance process; unfair labor practice proceedings before the Public Employment Relations Board; and/or proceedings in the Superior Court. Page 3 of 6 The total cost is $1.35M over the term of the agreement, which is all-inclusive of benefits. Listed below is a summary of all of the proposed changes in the tentative agreements by article number: FINAL MOU AGREEMENTS Article 1.0 — Recognition: Effective date is July 1, 2014. Article 2.0— Duration: Agreement terminates June 30, 2016. Any issue regarding the question of representation shall be brought pursuant to OCSD's Employer- Employee Relations Resolution (EERR). Article 3.0— Successor Agreement: Minor language changes to reflect that Local 501 will submit an initial proposal for a successor agreement prior to the expiration date of the MOU. Article 4.0— Local 501 Access: Minor housekeeping changes. Article 5.0— Local 501 Rights: Additional language regarding Local 501's right to designate two (2) stewards and one additional employee to attend meet and confer sessions. Article 6.0— District Rights: Minor housekeeping changes. Article 7.0— Nondiscrimination in Employment: Minor housekeeping changes. Article 8.0— Smoke-Free Work Environment: No change. Article 9.0— Safety: Minor housekeeping changes. Article 10.0— Discipline and Dismissal: Minor housekeeping changes. Article 11.0— Grievance Procedure: Minor housekeeping changes. Article 12.0— Problem Solving Procedure: Minor housekeeping changes. Article 13.0—Salary Adjustments and Compensation: Year 1: 2% Salary Increases, and Year 2: 2% Salary Increases; removal of outdated language regarding one-time lump sum distribution. Article 14.0— Severance Pay: Minor housekeeping changes. Article 15.0— Deferred Compensation: Minor administrative changes/updated language to clarify that participation is subject to IRS requirements. Article 16.0— Holidays: Updated holiday schedule based on contract period (housekeeping). Article 17.0— Hours of Work: Updated hours of work for Co-Generation to between 0600 and 1800 hours for day shift and between 1800 and 0600 hours for night shift, based on side letter agreement; minor housekeeping changes. Article 18.0— Call-Back Pay— No change. Article 19.0— Standby Pay— Reopener following ratification to discuss Article 19 Standby Pay; minor housekeeping changes. Article 20.0— Insurance: Medical Reopener at the beginning of the month following contract ratification to discuss the transition from Anthem to Blue Shield through California State Association of Counties— Excess Insurance Authority (CSAC-EIA), or to another carrier directly, and varied plan design changes in order to achieve additional cost savings; minor housekeeping changes, removal of outdated retiree medical reopener language. Article 21.0— Reimbursement Account: No change. Page 4 of 6 Article 22.0- Overtime: No change. Article 23.0- Probationary Period: Probationary period for new employees reduced from one (1) year to six (6) months; associated housekeeping changes. Article 24.0- Promotions: Minor housekeeping changes. Article 25.0- Retirement: Addition of Plan U/PEPRA language: Employees hired on or after January 1, 2013: The District will contract with OCERS to provide the 2.5% @ 67 benefit formula (Plan U - PEPRA) based on the highest consecutive thirty-six (36) months average earnings, past and future service. The District will pay 0% of an eligible employee's base salary towards the employee's contribution to OCERS. Minor housekeeping changes. Article 26.0-Shift Differential: Reopener following ratification to discuss Article 26 Shift Differential; minor housekeeping changes. Article 27.0- Leave of Absence with Pay: Addition of language regarding straight proration of leave accruals based on side letter agreement; minor housekeeping changes. Article 28.0- Leave of Absence without Pay: Minor housekeeping changes. Article 29.0- Classification Studies: OCSD agreed to include a representative from Local 501 to participate as a partner in the upcoming agency-wide Classification & Compensation study; minor housekeeping changes. Article 30.0- Driver's License: No change. Article 31.0- Layoff Procedure: Minor housekeeping changes. Article 32.0- Light Duty: No change. Article 33.0- Medical Examination: No change. Article 34.0- Mileage Allowance: No change. Article 35.0-Acting Pay: No change. Article 36.0- Performance Reviews: No change. Article 37.0- Personnel Files: Minor housekeeping changes. Article 38.0- Bulletin Boards: Addition of street addresses for OCSD Plant 1 and Plant 2. Article 39.0- Release Time for Meet and Confer Sessions: Minor housekeeping changes. Article 40.0- Use of District Facilities: Minor housekeeping changes. Article 41.0- Scope of Bargaining: Minor housekeeping changes. Article 42.0- Impasse Procedures: Updated language to align with AB 646; minor housekeeping changes. Article 43.0-Severability: Minor housekeeping changes. Article 44.0- Uniforms: Increase from ten (10)to twelve (12) uniforms based on side letter agreement. Article 45.0- Substance Abuse Policy: No change. Article 46.0- Dues Deductions: No change. Article 47.0-Agency Shop: Minor housekeeping changes. Article 48.0- Peaceful Resolution of Disputes: No change. Article 49.0- Shift Changes: Reopener following ratification to discuss Article 49.2 Relief Operator; minor housekeeping changes. Article 50.0-Workplace Violence &Weapons Policy: No change. Article 51.0- Resignation: No change. Article 52.0- Operator Certification: Minor housekeeping changes. Page 5 of 6 ATTACHMENTS The following attachment(s) are included in hard copy and may also be viewed on-line at the OCSD website(www.ocsd.com) with the complete agenda package: • Resolution OCSD 15-10 • Local 501 MOU — July 1, 2014 thru June 30, 2016 Page 6 of 6 RESOLUTION NO. OCSD 15-10 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT APPROVING THE MEMORANDUM OF UNDERSTANDING BETWEEN THE ORANGE COUNTY SANITATION DISTRICT AND THE INTERNATIONAL UNION OF OPERATING ENGINEERS, LOCAL 501, FOR FISCAL YEARS 2014/2015 & 2015/2016. WHEREAS, on July 27, 2011, the Board of Directors ("Directors") of the Orange County Sanitation District (the "District") authorized the General Manager to sign the Memoranda of Understanding with the International Union of Operating Engineers Local 501 (referred hereinafter as "Local 501"), regarding salaries, benefits and terms and conditions of employment for the period July 1, 2011 through June 30, 2014 ("2011 MOU"). WHEREAS, pursuant to Government Code Section 3500, at seq., representatives of LOCAL 501 have met and conferred with the representatives of the District and have reached an understanding with regard to certain terms and conditions relative to employment; WHEREAS, at the beginning of negotiations the parties agreed that any salary changes would take effect retroactively to July 11, 2014, the first pay period in the current fiscal year; and WHEREAS, the parties have modified the 2011 MOU between the District and LOCAL 501 to reflect the parties' understanding regarding certain terms and conditions, which include: • Duration of the MOU has been modified and will be for a 2-year term commencing July 1, 2014 and terminating June 30, 2016, as reflected in the Cover Page and Article 1 and 2 of the MOU: • Local 501 Rights has been modified as set forth below and as reflected in Article 5 of the MOU: o For purposes of meeting and conferring, Local 501 will be allowed to designate two (2) stewards to attend (additional stewards may be added by mutual agreement of the parties). An additional employee, who may or may not be a designated steward, may be invited to attend to provide subject matter knowledge. • Salary Adjustments and Compensation has been modified as set forth below and as reflected in Article 13 of the MOU: o Year 1 —2.0% Salary Increase, retroactive to the first pay period of July 2014. o Year 2—2.0% Salary Increase, effective the first pay period of July 2015. • Deferred Compensation has been modified as set forth below and as reflected in Article 15 of the MOU: OCSD 15-10-1 o Minor administrative changes/updated language to clarify that participation is subject to IRS requirements. • Hours of Work has been modified as set forth below and as reflected in Article 17 of the MOU: o The day shift and night shift for Co-Generation have been redefined as assigned work shifts of at least seven (7) consecutive hours between 0600 and 1800 hours and between 1800 and 0600 hours, respectively. • Standby Pay has been modified as set forth below and as reflected in Article 19 of the MOU: o OCSD and Local 501 agree to reopen the Agreement following ratification to discuss Article 19 Standby Pay. • Insurance has been modified as set forth below and as reflected in Article 20 of the MOU: o OCSD and Local 501 agree to reopen the Agreement upon ratification to discuss health insurance carrier and/or plan design changes in order to achieve additional cost savings; minor updates to language. • Probationary Period has been modified as set forth below and as reflected in Article 23 of the MOU: o Probationary period for new employees reduced from one (1) year to six (6) months. • Retirement has been modified as set forth below and as reflected in Article 25 of the MOU: o Employees hired on or after January 1, 2013: The District will contract with OCERS to provide the 2.5% @ 67 benefit formula (Plan U - PEPRA) based on the highest consecutive thirty-six (36) months average earnings, past and future service. The District will pay 0% of an eligible employee's base salary towards the employee's contribution to OCERS. • Shift Differential has been modified as set forth below and as reflected in Article 26 of the MOU: o OCSD and Local 501 agree to reopen the Agreement following ratification to discuss Article 26 Shift Differential. • Leave of Absence with Pay has been modified asset forth below and as reflected in Article 27 of the MOU: o When unpaid absences occur, personal leave accruals will be applied by straight proration of leave accruals based on the number of hours actually worked, and is applicable to all types of leave, whether legally protected or not. • Classification Studies has been modified as set forth below and as reflected in Article 29 of the MOU: OCSD 15-10-2 o OCSD will include a representative from Local 501 to participate as a partner in the agency-wide Classification & Compensation study. • Impasse Procedures has been modified as set forth below and as reflected in Article 42 of the MOU: o Updated language regarding fact-finding to align with AB 646. • Uniforms has been modified as set forth below and as reflected in Article 44 of the MOU: o Uniforms increased from ten (10) to twelve (12) uniform pants and shirts per employee. • Shift Changes has been modified as set forth below and as reflected in Article 49 of the MOU: o OCSD and Local 501 agree to reopen the Agreement following ratification to discuss Article 49.2 Relief Operator. NOW, THEREFORE, the Board of Directors of the Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section 1. The aforementioned MOUs between the District and Local 501 for the contract period of July 1, 2014 through June 30, 2016 as outlined herein are hereby approved. Section 2. The General Manager is authorized to sign the Memoranda of Understanding with Local 501 for the period of July 1, 2014 through June 30, 2016, in a form approved by General Counsel. PASSED AND ADOPTED at a regular meeting of the Board of Directors held April 22, 2015. Tom Beamish, Board Chair ATTEST: Kelly Lore Clerk of the Board OCSD 15-10-3 MEMORANDUM OF UNDERSTANDING BETWEEN THE ORANGE COUNTY SANITATION DISTRICT AND THE INTERNATIONAL UNION OF OPERATING ENGINEERS LOCAL 501 FOR THE OPERATIONS AND MAINTENANCE UNIT July 1 , 2014 through June 30, 2016 IN00]SJ TABLE OF CONTENTS ARTICLE1. RECOGNITION.............................................................................................................................3 ARTICLE 2. DURATION ...................................................................................................................................3 ARTICLE 3. SUCCESSOR AGREEMENT.......................................................................................................3 ARTICLE 4. LOCAL 501 ACCESS...................................................................................................................3 ARTICLE 5. LOCAL 501 RIGHTS....................................................................................................................4 ARTICLE 6. DISTRICT RIGHTS.......................................................................................................................4 ARTICLE 7. NONDISCRIMINATION IN EMPLOYMENT.................................................................................4 ARTICLE S. SMOKE-FREE WORK ENVIRONMENT......................................................................................4 ARTICLE9. SAFETY........................................................................................................................................5 ARTICLE 10. DISCIPLINE AND DISMISSAL.....................................................................................................5 ARTICLE 11. GRIEVANCE PROCEDURE.........................................................................................................6 ARTICLE 12. PROBLEM SOLVING PROCEDURE...........................................................................................7 ARTICLE 13. SALARY ADJUSTMENTS AND COMPENSATION ....................................................................8 ARTICLE 14. SEVERENCE PAY........................................................................................................................9 ARTICLE 15. DEFERRED COMPENSATION....................................................................................................9 ARTICLE 16. HOLIDAYS..................................................................................................................................10 ARTICLE 17. HOURS OF WORK..................................................................................................................... 11 ARTICLE 18. CALL-BACK PAY....................................................................................................................... 12 ARTICLE19. STANDBY PAY........................................................................................................................... 13 ARTICLE20. INSURANCE............................................................................................................................... 13 ARTICLE 21. REIMBURSEMENT ACCOUNT................................................................................................. 14 ARTICLE22. OVERTIME................................................................................................................................. 15 ARTICLE 23. PROBATIONARY PERIOD........................................................................................................ 15 ARTICLE24. PROMOTIONS............................................................................................................................ 15 ARTICLE25. RETIREMENT............................................................................................................................. 16 ARTICLE 26. SHIFT DIFFERENTIAL............................................................................................................... 16 ARTICLE 27. LEAVE-OF-ABSENCE WITH PAY............................................................................................. 17 ARTICLE 28. LEAVE-OF-ABSENCE WITHOUT PAY.....................................................................................20 ARTICLE 29. CLASSIFICATION STUDIES......................................................................................................23 ARTICLE 30. DRIVER'S LICENSE...................................................................................................................24 ARTICLE 31. LAYOFF PROCEDURE..............................................................................................................24 ARTICLE 32. LIGHT DUTY...............................................................................................................................24 ARTICLE 33. MEDICAL EXAMINATION..........................................................................................................25 ARTICLE 34. MILEAGE ALLOWANCE............................................................................................................25 ARTICLE 35. ACTING PAY..............................................................................................................................25 ARTICLE 36. PERFORMANCE REVIEWS.......................................................................................................25 ARTICLE 37. PERSONNEL FILES...................................................................................................................26 ARTICLE 38. BULLETIN BOARDS..................................................................................................................26 ARTICLE 39. RELEASE TIME FOR MEET AND CONFER SESSIONS..........................................................26 ARTICLE 40. USE OF DISTRICT FACILITIES.................................................................................................26 ARTICLE 41. SCOPE OF BARGAINING..........................................................................................................26 ARTICLE 42. IMPASSE PROCEDURES..........................................................................................................26 ARTICLE 43. SEVERABILITY..........................................................................................................................27 ARTICLE 44. UNIFORMS.................................................................................................................................27 ARTICLE 45. SUBSTANCE ABUSE POLICY..................................................................................................27 Local 501 MOU July 1,201410 June 30,2016 1080078.1 Page 1 ARTICLE 46. DUES DEDUCTIONS.................................................................................................................28 ARTICLE47. AGENCY SHOP..........................................................................................................................28 ARTICLE 48. PEACEFUL RESOLUTION OF DISPUTES...............................................................................30 ARTICLE 49. SHIFT CHANGES.......................................................................................................................30 ARTICLE 50. WORKPLACE VIOLENCE AND WEAPONS POLICY...............................................................31 ARTICLE 51. RESIGNATION ...........................................................................................................................31 ARTICLE 52. OPERATOR CERTIFICATION...................................................................................................31 SIGNATUREPAGE..............................................................................................................................................33 EXHIBITA.............................................................................................................................................................33 Local 501 MOU July 1,201410 June 30,2016 1080078.1 Page 2 MEMORANDUM OF UNDERSTANDING BETWEEN THE ORANGE COUNTY SANITATION DISTRICT AND THE INTERNATIONAL UNION OF OPERATING ENGINEERS LOCAL 501 FOR THE OPERATIONS AND MAINTENANCE UNIT In accordance with the provisions of California Government Code Sections 3500, at seq.,and Resolution No.99- 24 of the Joint Board of Directors, the District's authorized representatives have met and conferred in good faith with representatives of the International Union of Operating Engineers, Local 501,for the District's Operations and Maintenance Unit. These meetings have resulted in an agreement and understanding to recommend that the employees represented by Local 501 accept these terms and conditions, and that the Board of Directors adopt by Resolution the changes and additions to the wages, hours, and conditions of employment for the employees represented by Local 501 as set forth in this Agreement. ARTICLE 1. RECOGNITION 1.1.This Agreement is entered into between the Orange County Sanitation District,referred to hereinafter as the District,and the International Union of Operating Engineers, Local 501,AFL-CIO,referred to hereinafter as Local 501, as a mutual recommendation to the Board of Directors of the District of those wages, hours of work, and terms of conditions of employment which are to be in effect at 12:01 a.m. on July 1, 2014. 1.2.The District recognizes the International Union of Operating Engineers, Local 501, AFL-CIO, which was certified on October 10, 1985, as the exclusive recognized employee organization for matters within the scope of representation for the following classifcations, as set forth in Exhibit A (attached hereto and incorporated by reference), as well as additional classes as may be added hereafter by the District. ARTICLE 2. DURATION 2.1.This Agreement will be binding on the District and Local 501 when approved and adopted by the District's Board of Directors. This Agreement will terminate on June 30,2016. Any issue regarding the question of representation shall be brought pursuant to the Employer-Employee Relations Resolution (EERR), Resolution No. OCSD 99-24. ARTICLE 3. SUCCESSOR AGREEMENT 3.1.Local 501 will submit in writing its initial proposal for a successor agreement prior to the expiration date of this Agreement. ARTICLE 4. LOCAL 501 ACCESS 4.1.The Local 501 representative will have access to the District's facilities during working hours for the purpose of assisting Unit employees in processing grievances or investigating matters arising outof the application of provisions of this Agreement. The Local 501 representative must obtain authorization for each visit in advance from the Director of Human Resources,or designee. 4.2.Local 501 will provide the Director of Human Resources,or designee,with a list of Representatives who are authorized to request access under this Article, and will notify the Director of Human Resources, or designee, of any changes in that list. Local 501 MOU July 1,2014 to June 30,2016 1080078.1 Page 3 4.3.Local 501 access will not interfere with District operations, or with the work of employees in any manner. The District reserves the right to restrict access in certain areas designated confidential or secure. ARTICLE 5. LOCAL 501 RIGHTS 5.1.Local 501 may designate fourteen (14) employees to act as stewards for employees covered by this Agreement. Local 501 will furnish the Director of Human Resources, or designee, with the names of employees selected as stewards and will update the list as necessary. An alternate steward may be designated to act in the absence of the regular steward. Employees not listed on the roster of stewards provided to the District by the Local 501 may not act as representatives. 5.2.For purposes of meeting and conferring, Local 501 will be allowed to designate two(2)stewards to attend (additional stewards may be added by mutual agreement of the parties).An additional employee,who may or may not be a designated steward, may be invited to attend to provide subject matter knowledge. 5.3.Stewards will not perform non work-related duties on work time without the prior approval of their immediate supervisor. Neither the District nor the Local 501 will interfere with, intimidate, restrain, coerce or discriminate against employees because of the exercise or non-exercise of their rights to engage in Local 501 activity. ARTICLE 6. DISTRICT RIGHTS 6.1.District inherent rights, powers, functions, duties, responsibilities and authority related to a managerial or administrative character are reserved to the District in its exercise of management decision-making,except as specifically modified by the express provisions of this Memorandum. District rights include, but are not limited to, the exclusive right to consider the merits, necessity or organization of any service or activity provided by law,or administrative order;determine the mission of its constituent departments,commissions and boards;set standards of service,determine the procedures and standards of selection for employment and promotion; establish and implement performance standards; direct its employees; take disciplinary action for proper cause; layoff employees from duty because of lack of work or lack of funds; maintain the efficiency of District operations;determine the methods,means and personnel by which District operations are to be conducted; determine the content of job classifications;classify and reclassify positions;take all necessary actions to carry out its mission in emergencies;and exercise complete control and discretion over its organization and the technology of performing its work. 6.2.District retains all authority and rights conferred on it by law,or other legal sources,except to the extent that such authority is explicitly waived by the express terms of this Agreement. District exercise of its management rights hereunder shall not be subject to appeal or meeting and conferring, however,that the exercise of such rights does not preclude Local 501 from appealing or meeting and conferring the practical consequences or impacts that District decisions have on wages, hours,and other terms and conditions of employment. ARTICLE 7. NONDISCRIMINATION IN EMPLOYMENT 7.1.There will be no unlawful discrimination in the application of the provisions of this Agreement with regard to race, color, religion, national origin, ancestry, sex, sexual orientation, or veteran status. To the extent required by law or by the District's rules or regulations,this provision of the Agreement will be applied to all members of the Unit without regard to marital status, handicap, medical condition, status as a disabled veteran, age or citizenship. ARTICLE 8. SMOKE-FREE WORK ENVIRONMENT 8.1.The District endorses and supports the right of all employees to work in a healthy and safe environmentfree of recognized hazards. In view of the hazards associated with smoking,and the potentially harmful effect it has on the health and well being of District employees and their families,smoking is not acceptable within District facilities, and may occur only in areas posted for smoking. Local 501 MOU July 1,2014 to June 30, 2016 Page 4 ARTICLE 9. SAFETY 9.1.It is the duty of the District to provide and maintain a safe place of employment. Local 501 will cooperate by encouraging all employees covered by this Agreement to perform their work in a safe manner. It is the duty of all employees covered by this Agreement,in the course of performing their assigned duties,to be alert to unsafe practices, equipment, and conditions,and to follow the safety regulations and requirements of the District,and to report any unsafe practices or conditions to their immediate supervisor. An employee will not be required to perform work that is unsafe. 9.2.The District will establish a Safety Committee that will include up to six (6) members of Local 501. The committee's recommendations are advisory. The committee will meet at least quarterly;however,additional meetings may be scheduled by either Local 501 or the District. ARTICLE 10.DISCIPLINE AND DISMISSAL 10.1. Discipline may occur when any of the following actions are taken for just cause with respect to any employee in the Unit: verbal reprimand; written reprimand; suspension without pay; reduction in pay, demotion to a classification with a lower pay grade, or dismissal. 10.2. Dismissal,for purposes of this Article,is the separation of a non-probationary employee initiated by the District for just cause. 10.3. A Notice of Intent is not required when the disciplinary action involves a verbal reprimand or written reprimand. 10.4. A Notice of Intent is required and will be given to an employee whenever the disciplinary action involves suspension without pay, reduction in pay, demotion to a classification with a lower pay grade, or dismissal. The notice will be given to the affected employee either by delivery in person or by Certified Mail sent to the employee's last known address. Such personal delivery or mailing will be presumed to provide actual notice to the affected employee. The Notice of Intent will indicate the date on which it was personally delivered or deposited in the mail,which will be the date of issuance. 10.5. The Notice of lntentwill contain the following:(1)a description of the disciplinary action intended and the effective date of the action; (2) the reasons for the proposed action; (3) a copy of the charges and materials upon which the action is based;and,(4)a statement of the employee's rightto respond,either verbally or in writing to the person initially imposing the discipline, or to a District management representative with authority to make an effective recommendation on the proposed action,the person to whom any response must be directed, and the fact that such response must be received within ten (10)business days of the date of issuance of the notice. The Notice will also advise the employee of the right to representation. 10.6. Prior to the effective date of the proposed disciplinary action,the employee will be given an opportunity to respond either verbally or in writing to a management representative with authority to make an effective recommendation on the proposed action. After review of an employee's response,the District will notify the employee in writing of the action that will be taken. Such action may not involve discipline more severe than that described in the Notice of Intent; however, the District may reduce discipline without further notice.Further clarification of the disciplinary policies and procedures are covered in the District's Personnel Policies and Procedures Manual. 10.7. Dismissal will be preceded by at least one(1)written reprimand,except in those situations in which the employee knows or reasonably should have known that the performance or conduct was unsatisfactory. Such performance or conduct may involve, but is not limited to, dishonesty, possession, use, sale or being under the influence of drugs or alcohol, theft or misappropriation of District property or funds, fighting on thejob, insubordination,acts endangering people or property,or other serious misconduct. The District may substitute documented suspensions without pay for written reprimands. 10.8. If a Notice of Intent is upheld and the disciplinary action is imposed,the employee may request a post- disciplinary hearing. The request must be submitted to the Director of Human Resources,or designee, within ten(10)business days following the effective date of the disciplinary action(for suspensions,the Local 501 MOU July 1,2014 to June 30, 2016 Page 5 effective date will be the first business day following the final day of the suspension). The Director of Human Resources,or designee,will schedule a post disciplinary hearing with the General Manager or a hearing officer selected by the General Manager. The hearing officer may not be an employee of the District. The hearing officer will provide a written, advisory decision to the General Manager. The General Manager may uphold the disciplinary action that has been taken or may reduce such discipline without the issuance of a further Notice of Intent.The decision of the General Manager will be final. 10.9. Disciplinary actions will be recorded in employee performance reviews. All disciplinary action documentation,except verbal reprimand documentation,will be maintained in an employee's Personnel File in the Human Resources Department. Verbal reprimand documentation will be maintained in the supervisor's employee files. Supervisors shall inform management staff when a verbal reprimand is to be implemented. If after twenty-four(24)months from implementation,there have been no recurrences of similar incidents; supervisors shall destroy the verbal reprimand documentation. 10.10. Written reprimands may be removed from an employee's personnel file twenty-four (24) months subsequent to the date of the issuance if there has been no recurrence of a similar incident during the period. If management agrees to remove the disciplinary action documentation from an employee's personnel file, such documentation will be retained in a separate file by the Human Resources Department for the purpose of showing that progressive discipline has been followed or in support of District proposed discipline. 10.11. Verbal reprimands and written reprimands may only be reviewed under this Agreement through the Problem Solving Procedure. Nothing in this Article will be construed as a waiver of any statutory or constitutional rights. 10.12. A reduction in pay or a demotion to a classification with a lower pay grade that is not a result of performance deficiencies(forexample,reclassifcations,"bumping'associated with layoffs,reasonable accommodation)will not be considered discipline. ARTICLE 11.13RIEVANCE PROCEDURE 11.1. A grievance is any complaint that management has violated a specific provision of this Agreement, except that,in accordance with Article 10 above,discipline,which requires a Notice of Intent,may not be reviewed under this Grievance Procedure. 11.2. A grievance may be brought to the attention of the District by an individual employee within the Unit or by the Local 501.The District may not bring a grievance through this procedure. Grievances brought by two(2)or more employees,and concerning the same incident, issue,or course of conduct,or multiple grievances brought by the same employee may, upon mutual agreement of the District and the Local 501, be consolidated for the purposes of this procedure. 11.3. An employee may be self-represented or be represented by the Local 501 at all steps of the Grievance Procedure unless specifically agreed otherwise by the Local 501 and the employee. The District will provide a copy of all written grievance settlements to the Local 501. Any reference to days in this Article means business days. 11.3.1. Step 1. An employee will submit his/her complaint in writing to his/her immediate supervisor,or designee,within five(5)days of the occurrence of the event giving risetothe complaint, or within five (5)days from the time that the employee became aware of such event. The supervisor, or designee, will attempt to resolve the issues surrounding the complaint, and respond in writing to the employee within five(5)days. 11.3.2. Step 2. If the grievance is not settled at Step 1, it may be submitted in writing to the employee's Division Manager, or designee. This request for formal review must be presented on a form provided by the District within five(5)days of the conclusion of Step 1. A copy of each written communication on a grievance will be fled with the Director of Human Resources, or designee. The written grievance must: 11.3.2.1. Identify the specific management act to be reviewed; Local 501 MOU July 1,2014 to June 30, 2016 Page 6 11.3.2.2. Specify how the employee was adversely affected; 11.3.2.3. List the specific provisions of the MOU that were allegedly violated and state how they were violated; 11.3.2.4. Specify the remedy requested; and 11.3.2.5. Provide the date of attempts at informal resolution and the name of the supervisor or individual involved. 11.3.3. The Division Manager, or designee,will respond in writing to the employee within ten (10) days after the date the grievance is received. 11.3.4. Step 3. If a grievance is not settled under Step 1 or Step 2, it may be presented to the employee's Department Director, or designee, for review and written response. The request for formal review must be presented on a form provided by the District within five (5)days of the conclusion of Step 1 or 2,and must contain the information specified in Step 2 above. A copy of each written communication on a grievance will be filed with the Director of Human Resources, or designee. The Department Director, or designee, will respond in writing to the employee within ten (10) days after the date the grievance is received. 11.3.5. Step 4. If the grievance cannot be resolved under Step 3, it may be presented to an Assistant General Manager, or designee, within five (5) days from the dale the Step 3 finding was issued. The Assistant General Manager,or designee,will respond in writing to the employee within ten (10)days after the date the grievance is received. 11.3.6. Step 5. Appeal to the General Manager, or designee, is the final step in the Grievance Procedure. If the grievance cannot be resolved under Step 4, it may be presented to the General Manager, or designee, within five (5)days from the date the Step 4 finding was issued. The General Manager,or designee,shall respond in writing to the employee within ten (10) days after the date the grievance is received. The decision of the General Manager,or designee, is final. 11.4. General Provisions. An employee will be given reasonable time off without loss of pay to present and process a grievance. If an employee is represented by a Local 501 steward, the employee representative will be given reasonable time off without loss of pay to perform this responsibility. Absence from work will be approved only if it does not cause disruption to District operations. However, if the time requested cannot be provided, an alternate time will be arranged. 11.5. Failure of a management representative to respond within the appropriate time limit will provide a basis for the employee appealing to the next step. If a grievance is not presented or appealed within the time limits, it will be considered resolved on the basis of the preceding response. The Director of Human Resources,or designee, may be petitioned in writing to waive the step or time requirements provided sufficient cause exists. Time limits may also be extended at any step upon mutual agreement of the parties. 11.6. Resolution may be agreed upon at any stage of the grievance process. However,the Local 501 will be notified prior to the resolution of any formal grievance matter. ARTICLE 12.PROBLEM SOLVING PROCEDURE 12.1. Employees may bring problems to the attention of District managers through the Problem Solving Procedure. This procedure was developed to encourage and facilitate the resolution of employee concerns in a responsive and fair manner,and may be used to attempt to resolve issues that may not be subjected to the Grievance Procedure. Any reference to days in this Article means business days. 12.2. Step l:An employee will submit his/her issue that is not subjecttothe Grievance Procedure inwriting to his/her supervisor, or designee, within ten (10)days of the occurrence of the event giving rise to the complaint or within ten (10)days from the time that the employee became aware of such event. The Local 501 MOU July 1,2014 to June 30, 2016 Page 7 supervisor,or designee,will review the situation or decision,and provide a written response within five (5)days from the date they were notified of the problem. 12.3. Step 2: Ifthe problem is not resolved to the employee's satisfaction,a written statement concerning the problem may be filed with the employee's Division Manager or designee,Within ten(10)days of receipt of the supervisor's decision. The employee raising the issue will be provided a written response from the Division Manager,or designee,within ten (10)days after their statement is received. 12.4. Step 3: If a problem is not settled under Step 1 or Step 2,it may be presented within ten(10)days to an Assistant General Manager,or designee,who will form an adhoc Work Issues Committee,comprised of the employee's Department Director, or designee, another management representative and two (2) Local 501 representatives. The Work Issues Committee will convene to cooperatively review and develop recommendations for solution to the problem.The Assistant General Manager,or designee,will utilize the committee's recommendation(s)to respond in writing to the employee within fifteen(15)days after the date the problem is received. 12.5. Time limits may be extended for cause upon mutual consent of the parties, and the decision of the Assistant General Manager, or designee, is final. ARTICLE 13.SALARY ADJUSTMENTS AND COMPENSATION 13.1. Merit Pay Step System 13.1.1. Each pay grade is divided into five(5)steps,with an approximate 5.0%difference between each step. 13.1.2. Pay increases will only apply to eligible employees in an active payroll status on the effective dale of implementation. Eligible employees will not receive retroactivity if active payroll status becomes effective after the date of implementation. 13.2. Merit Pav 13.2.1. Stepincrease Pav—Bargaining unit employees will be eligible for Step Increase Pay based upon receipt of year-end performance appraisal ratings issued by the assigned supervisor. Step Increase Pay will be paid according to the following: 13.2.1.1. Eligible-Employees must have a proficient year-end performance appraisal to receive a one(1)step base-building salary increase until earning placement at step five(5). 13.2.1.2. Ineligible- Employees who are placed on a Performance Improvement Plan (PIP) due to a needs improvement performance review on the year-end appraisal or who are on a PIP at the time of the year-end appraisal period will remain at their current step until the PIP is satisfactorily completed. 13.2.1.3. Performance Management Program:The performance management program includes three (3) rating categories (exceeds, proficient, and needs improvement)for performance appraisals. 13.2.2. Development Pav—Employees under this Agreement will be eligible for Development Pay. Development Pay is a non-base building pay type that will be distributed in a lump-sum amount each pay period. Employees must have a proficient year-end performance appraisal to be eligible for the following Development Pay types: 13.2.2.1. Education — Eligible employees who have completed a degree of approved subjects at an accredited college or university will receive $20.76 per pay period for an associate degree and $41.53 per pay period for an undergraduate degree. The maximum amount of Education pay is fixed at $41.53 per pay period. Local 501 MOU July 1,2014 to June 30, 2016 Page 8 13.2.2.2. Certification/License — Eligible employees who obtain a District approved certification or license will receive $7.62 per pay period per certificate or license with a maximum of three(3)certificates and/or licenses.The maximum amount of certification/license pay for any combination of certificates and/or licenses is fixed at$22.86 per pay period. 13.2.2.2.1. The overall maximum Development Pay for any combination of education,certification and/or licenses is fixed at$64.39 per pay period. 13.2.2.2.2. Grade V Pa v — Employees who receive Grade V pay in accordance with the applicable District policy are ineligible to receive Development Pay for their Grade V California Wastewater Treatment Plant Operator Certificate. Employees who possess Grade V Certificate and do not meet the criteria for Grade V Pay are eligible for Development Pay in accordance with the Development Pay Program Guidelines. 13.2.2.2.3. Employees who are placed on a PIP due to a needs improvement performance review on the year-end performance appraisal are not eligible for Development Pay until the PIP is satisfactorily completed. 13.2.2.2.4. Employees who are placed on a PIP due to needs improvement performance outside the year-end appraisal will have all Development Pay suspended until the PIP is satisfactorily completed. The return of Development Pay will not be retroactive. 13.3. Salary Range Adiustments 13.3.1. Effective the first pay period in July 2014, employees under this Agreement will receive salary range adjustments at a flat rate of 2.0%. 13.3.2. Effective the first pay period in July 2015, employees under this Agreement will receive salary range adjustments at a flat rate of 2.0%. ARTICLE 14.SEVERENCE PAY 14.1. Employees are expected to give a minimum of two (2) weeks written notification when terminating employment with the District. Except for disciplinary cause,when afull-time employee is terminated by action of the District, the employee will be notified in writing two (2) weeks prior to the effective separation date. In the event the District does not give such notification,the employee will be entitled to severance pay in accordance with the formula set forth below: 14.1.1. Full-time, regular employees will be entitled to eight (8) hours pay for each full calendar month of continuous employment not to exceed one hundred sixty(160) hours pay. 14.1.2. Employees in limited term or part-time positions, probationary employees and employees who are separated for cause are not eligible for severance pay under any circumstances. ARTICLE 15.DEFERRED COMPENSATION 15.1. Employees may participate in the District approved deferred compensation plan subject to IRS requirements, and in accordance with all guidelines for voluntary participation established by District management. Local 501 MOU July 1,2014 to June 30, 2016 Page 9 ARTICLE 16.1-10LIDAYS 16.1. For the purpose of the District's business calendar,the days listed below are observed bythe District as holidays. Employees who are assigned to eight(8), nine(9) or ten (10) hour shifts, Monday through Friday,will observe the holidays listed in Schedule A. Employees who are assigned to twelve(12)hour shifts will observe the holidays as listed in Schedule B. Employees shall receive holiday pay if their entire scheduled work shifts immediately preceding and following the holiday are in a paid payroll status, meaning the employee worked those shifts or utilized paid time off in lieu of working those shifts. When an employee's work schedule requires that they work on an observed holiday,the employee shall be paid at his/her regular rate of pay for the holiday, or receive an equivalent amount of Holiday Compensatory Time Off. Employees shall also receive premium pay at the rate of one and one half (1.5)times their regular hourly rate for all hours actually worked.Employees with a compensatory time off balance in excess of fifty (50) hours as of the last pay period ending in October will receive a mandatory payout for the hours that exceed fifty(50). SCHEDULEA HOLIDAY 2015 2016 New Years Day January 1 January 1 Lincoln's Birthday February 12 February 12 President's Day February 15 Memorial Day Ma 30 Independence Day July 4 Labor Day September 7 September 5 Veteran's Day November 11 November 11 Thanksgiving Day November 26 November 24 Day after ThanksolAng November27 November 25 Day before Christmas December 24 December 23 Christmas December 25 December 26 Floating Holiday See 16.2 See 16.2 SCHEDULE HOLIDAY 2015 2016 New Years Day January 1 January 1 Lincoln's Birthday February 12 February 12 President's Day February 15 Memorial Day Ma 30 Independence Day July 4 Labor Day September 7 September 5 Veteran's Day November 11 November 11 Thanksgivina Day November 26 November 24 Day after Thanksgiving November27 November 25 Day before Christmas December 24 December 24 Christmas December 25 December 25 Floating Holiday See 16.2 See 16.2 Local 501 MOU July 1,2014 to June 30, 2016 Page 10 16.2. Floating Holiday: Employees may elect one (1) day during each year as a "Floating Holiday'. New employees shall be granted a"Floating Holiday"on a pro-rata basis in the first calendar year of service per the following table: Hire Date Percent 1' Quarter(January-March) 100% 2n,Quarter(April-June) 75% 3 Quarter(July-September) 50% 4 Quarter(October-December) 0% 16.3. Employees must use the"Floating Holiday within the calendar year it is granted. Every effort will be made to approve an employee's request for a"Floating Holiday off providing sufficient notice is given. ARTICLE 17.HOURS OF WORK 17.1. For record keeping and accounting purposes,the"workweek"forfull-time employees is forty(40)hours per 168-hour period,to be paid on a biweekly payroll basis of eighty(80)hours worked. Employee work periods may be scheduled in shifts of four 9-hour days and one 4-hour day each workweek(9180),five 8-hour days each workweek (10/80),four 10-hour days each workweek(8/80), or three 12-hour days and one 4-hour day each workweek(7/80). The starting and ending times of employees'workweeks may vary but will be subject to a bid agreement based on seniority.The regular hours of work for each shift will be consecutive and will be posted. Current practices regarding hours of work for Maintenance personnel and meals for Operations personnel will continue. The regular hours of work for each shift will be consecutive,divided only by normal breaks or rest periods. Work schedule and shift start and stop times will not be adjusted to avoid payment of overtime. 17.2. The District may, in accordance with Article 6—District Rights, change an employee's work schedule and/or work location with a thirty(30)day written notice to the affected employee. The change will not be made as a disciplinary action orto avoid payment of overtime. The thirty(30)day written notice will not apply to shift changes pursuant to Article 49. 17.3. Employees will be allowed a fifteen(15)minute cleanup period prior to the end of each work shift. If the employee's work shift is extended,the fifteen (15)minute cleanup period shall occur at the end of the extended period. Employees may not avoid the cleanup period and end their shift before its scheduled ending time. 17.4. Employees will receive paid rest periods not to exceed ten(10)minutes no more than twice in an eight (8),nine(9)or ten(10)hour shift or three(3)times for a shift of more than ten(10)hours. Each shift will contain a minimum thirty(30)minute meal period for every six(6)hours of work. Meal and rest periods may not be avoided or accrued for the purpose of obtaining time off or shortening the regular shift. If an employee reports to work as scheduled and was not notified that his/her hours had been changed, he/she will receive two(2) hours pay at the overtime rate. 17.5. Operations 17.5.1. For purposes of this Article,the day shift is defined as an assigned work shift of at least seven (7)consecutive hours,between 0600 hours and 1800 hours. The night shift is defined as an assigned work shift of at least seven (7)consecutive hours,between 1800 and 0600 hours. 17.5.2. Any employee who declares that an individual hardship exists should submit a request,to be excluded from the twelve(12)hourworkwe4z,to the Human Resources Department. Human Resources will determine if there is a valid employee hardship,on a case by case basis,and notify the Local 501 representative of the decision. Local 501 MOU July 1,2014 to June 30, 2016 Page 11 17.6. Maintenance 17.6.1. Maintenance: Except where otherwise provided below, the official workweek for full-time represented personnel in Maintenance will be forty(40)hours per week. The workweek will consist of a four(4)consecutive day work schedule with ten(10)consecutive daily hours in a workday with a one-half(%z) hour unpaid lunch. 17.6.2. The workday will be 6:00 a.m. to 4:30 p.m. The workweek will begin on a Monday or a Tuesday and end on the corresponding Thursday or Friday. All hours greaterthan 40-hours in an individual's assigned workweek will be considered overtime and paid at one and one- half(1.5)times the regular rate of pay. 17.6.3. Any employee who declares that an individual hardship exists should submit a request,to be excluded from the 4110 workweek,to the Human Resources Department. Human Resources will determine if there is a valid employee hardship, on a case-by-case basis, and notify the Local 501 representative of the decision. 17.6.4. Co-Generation: For purposes of this Article,the day shift is defined as an assigned work shift of at least seven (7)consecutive hours, between 0600 and 1800 hours. The night shift is defined as an assigned work shift of at least seven(7)consecutive hours,between 1800 and 0600 hours. 17.6.5. Any employee who declares that an individual hardship exists should submit a request to be excluded from the twelve (12) hour shift to Human Resources. Human Resources will determine if there is a valid employee hardship,on a case-by-case basis,and notifythe local 501 bargaining unit representative of the decision. 17.6.6. Disputes over days off will be handled on the basis of seniority except when the District can demonstrate a business necessity. ARTICLE 18.CALL-BACK PAY 18.1. When an employee is called back to work by District management without prior notice, and the employee has completed his/her normal work shift and left the work station;when prior notice is given but the work begins on the same day at least three (3) hours after completion of the regular shift; or when an employee assigned to standby is actuallycalled to work,the employee will receive a minimum of three(3)hours of call back pay. The three(3)hour minimum,whether or not actually worked,will be paid at the rate of one and one half(1.5)times the regular hourly rate. 18.2. The call back period shall begin when the standby employee has been informed by the District to return to work. The call back period shall end when either the employee arrives at his or her residence or the original destination; in either case, the employee must inform the District upon arrival. 18.3. If the call back period has ended and the employee is called back to work(whether within or outside of the 3-hour minimum timeframe),a new call back period will be started and the employee will be eligible for at least the 3-hour minimum call back pay. 18.4. If the call back period has not ended and the employee is called back to work(whether within or outside of the 3-hour minimum timeframe), the call back period and associated pay will continue but the employee will not be eligible for another 3-hour minimum call back pay. 18.5. Call back pay is applied per call back and not per work assignment or work order. 18.6. Call back work performed by employees on standby assignments is intended for activities that are imperative and not routine in nature,as determined by the applicable on-duty Operations Supervisor or designee. 18.6.1. In some instances, if call back work can be postponed for several hours, the Operations Supervisor or designee will do so as a courtesyto the employee and to allow for the work to Local 501 MOU July 1,2014 to June 30, 2016 Page 12 be performed during daylight or day shift. For instance,a breakdown occurs at 3:00 a.m.but work can be postponed a few hours so the standby employee can be called in at 6:00 a.m. ARTICLE 19.STANDBY PAY 19.1. Standby is time during which an employee is not required to be atthe work location oratthe employee's residence but is required to be available for immediate return to work. Standby assignments will first be made on a voluntary basis. A volunteer standby list will be established by classification and job location. Standby assignments will be made from the list of employees who are competent and experienced,in alphabetical order, on a rotating basis. In the event that no one volunteers, the District will assign standby byjob classification and work location from employees who are competent and experienced on a rotational basis. An employee placed on standby will be compensated at the rate of three hundred fifty-five(355)dollars per week,and will receive Call Back pay when he/she is actually called to work. 19.2. The District and Local 501 agree to reopen this Agreement following ratification to discuss Article 19 Standby Pay. 19.2.1. The parties acknowledge that this reopener does not obligate the District or Local 501 to change and/or modify any provisions of the MOU during the term of this MOU. Any changes/modifications to the MOU as a consequence of this reopener must be by mutual agreement. The failure to reach mutual agreement is not subject to the MOU grievance process; unfair labor practice proceedings before the Public Employment Relations Board; and/or proceedings in the Superior Court. ARTICLE 20.INSURANCE 20.1. The District will provide healthcare and welfare insurance benefits. 20.2. All insurance coverage will become effective on the first day of the month following date of hire, regardless of hire date. An open enrollment period will be held annually. 20.3. Medical Reopener. The District and Local 501 agree to reopen this Agreement upon ratification to discuss the transition from Anthem to Blue Shield through California State Association of Counties - Excess Insurance Authority(CSAC-EIA),or to another carrier directly,and varied plan design changes in order to mitigate excise taxation in 2018. Potential strategies for consideration include, but are not limited to,the following:plan design changes to office and specialist copays,emergency room copays, plan deductibles and contribution rates;and alternative plan offerings such as a high deductible health plan with health savings account funding. 20.3.1. The parties agree that this reopener shall be subject to Government Code Section 3505.4 and case law, including PERB, decisions which interpret that provision. 20.4. Medical Insurance 20.4.1. The District will provide medical health insurance coverage through a Health Maintenance Organization (HMO) medical insurance plan and a Preferred Provider Organization FPO) medical insurance plan,until such time that the parties agree to changes through the medical reopener in Section 20.3. 20.5. Regular,full-time employees: 20.5.1. The District will contribute 90%of employee only premiums for the HMO medical health plans and 80% of employee only premiums for the PPO medical health plan. The District will contribute 80% for employee +1 dependent and full family premiums for the HMO or PPO medical plans. Any change in insurance rates will be shared equally in same ratio as the District and employees currently pay premiums. Before the renewal of any District's sponsored health insurance plan,the parties agree to meet and confer as to changes in the plan. 20.6. Group Insurance Premiums Local 501 MOU July 1,2014 to June 30, 2016 Page 13 20.6.1. Group insurance premiums that are paid by salary redirection can be made on a pre-tax basis. 20.7. Life Insurance 20.7.1. The District will pay the full premium for$50,000 term life insurance on each employee. 20.8. Short Term Disabililv 20.8.1. The District will provide a non-work related, short-tens disability indemnity plan that provides benefits for employees equal to California's State Disability Insurance(SDI)program for up to twenty-six(26)weeks following a fourteen (14)calendar day waiting period. 20.9. Long Term Disabililv 20.9.1. The District will provide a non-work related, long-term disability indemnity plan that pays two- thirds of the employee's rate of pay in effect at the time of such disability,not to exceed$5,000 per month,up to age 65,following a 90-day waiting period of continuous disability,at such time that an employee completes five(5)years of service. 20.9.2. For participants age 64 and younger, the maximum period of payment is based on the Social Security Act retirement age of 65. For participants age 65 and older,the maximum period of payment is specified. The specified periods and additional information about coverage is included in the District's long-term disability plan contract accession on the intranet. 20.9.3. No combination of disability or sick leave pay will result in more than an employee's regular rate of pay. Employees may not receive short-term and long-term disability benefits at the same time. An employee who is otherwise not eligible for District paid Long Term Disability may purchase such coverage at his or her own expense. 20.10. Dental Insurance 20.10.17he District will contribute 80% of employee only and 80% of full family premiums for dental insurance. 20.11. Vision Insurance 20.11.1.The District will provide a vision insurance plan for regular, full-time employees and eligible dependents. 20.12. Retirina Employees 20.12.13he District will pay,for employees hired prior to July 1, 1988,two and one-half(2.5)months' premium for each year of continuous service of a retiring employee towards the premium costs of coverage for the employee and eligible dependents under the District's medical plan. 20.12.2.In the event the District adds additional optional insurance plans, the District's share of the premium will be the same as for existing plans as set forth above. In the event the District changes underwriters for existing insurance plans,the District's share of the premium will bathe same as for existing insurance plans as set forth above. 20.12.37he District will continue to implement the retiree medical health premium offset program wherein the cost of health premiums are offset by ten dollars($10)per month for every year of continuous service up to a maximum of 25 years or two hundred fifty dollars($250)per month. ARTICLE 21.REIMBURSEMENT ACCOUNT 21.1. Section 125 of the Internal Revenue Code permits employees to use pre-tax dollars to pay for their portion of the cost of benefits under the Plan through salary redirection arrangements. The options available under the flexible benefits program are listed below. This is a brief overview of the different Local 501 MOU July 1,2014 to June 30, 2016 Page 14 options. For complete information regarding Flexible Spending Accounts employees must refer to the plan booklet available in the Human Resources Department. 21.2. Medical Care Reimbursement Account 21.2.1. The purpose of this account is to provide a method through which the employee can accumulate pre-tax funds in a Medical Care Reimbursement Account for purposes of reimbursing himself/herself for payment of health care costs not otherwise covered by his/her medical insurance. 21.3. Dependent Care Assistance Account 21.3.1. The purpose of this account is to provide a method through which the employee can accumulate pre-tax funds in a Dependent Care Assistance Account for purposes of reimbursing himself/herself for childcare expenses or day care for a disabled dependent. ARTICLE 22.OVERTIME 22.1. Employees will be notified as soon as practicable after the District decides upon the need for overtime or additional work. The District may require the performance of overtime. In the event no qualified employee wishes to work overtime, District's management may select employees with the ability to perform the work by inverse seniority. District managers will attempt to evenly distribute overtime among employees based upon an employee's ability to perform the overtime work. For the purposes of overtime calculation, all time charged to unscheduled leave will not be counted as time worked. Pay for overtime will not occur until after work time(which includes scheduled leave)of forty(40) hours in a seven(7)day workweek is reached. ARTICLE 21PROBATIONARY PERIOD 23.1. All new employees and employees who are reassigned or laterally transferred serve an initial probationary period beginning with the date of hire, reassignment or transfer and extending to at least the first day of the pay period following twenty-six(26)weeks of employment without a break in service. Extended absence without pay,short-tern and long-tern disability and Workers' Compensation leave does not provide an opportunity to judge an employee's capability to meet performance expectations for a position, and thus the time spent on such leaves will not be included towards completion of the probationary period and may result in an extension. 23.2. Employees who are rehired following a break in service must complete a new probationary period whether or not one was previously completed. An employee may be released during his/her Probationary Period at the discretion of the District without recourse to the Grievance Procedure. ARTICLE 24.PROMOTIONS 24.1, A promotion is the appointment of an employee to another classification with a higher maximum rate of pay. The District will determine whether a vacant position will be filled as an open or promotional opportunity or recruitment. Whenever the District intends to fill a position by promotion,the District will post the opportunity for a minimum often (10)business days. Employees must apply during the period of posting. Notices will be posted on the District's intranet. 24.2. A promoted employee will serve a promotional probationary period lasting at least until the first day of the pay period twenty-six(26)weeks after the effective date of the promotion. At any time during the promotional probationary period, an employee may be returned to his/her previous position. If the employee does not pass the probationary period, the District shall return the employee to his or her previous position or an equivalent position. The promotional probation period may be extended by mutual agreement between the employee and District's management for up to ninety(90)days. If an employee is promoted during his/her initial probationary period, the period will be extended until at least the first day of the pay period twenty-six(26)weeks after the effective date of the promotion. Local 501 MOU July 1,2014 to June 30, 2016 Page 15 24.3. Promoted employees will receive the equivalent of a one (1)step increase in pay, not to exceed the top of the range for the new classification or the minimum rate of the new classifcation whichever is greater. ARTICLE 25.RETIREMENT 25.1. The District will continue participation in the Orange County Employees Retirement System (OCERS),wherein all full-time employees are considered members. The following retirement program is in effect pursuant to the contract between OCERS and the District. 25.1.1. Employees hired before September21. 1979:The Districtwill continueto contractwith OCERS to provide the 2.5%@ 55 benefit formula(Plan G)based on the highest consecutive twelve(12) months average earnings, past and future service. 25.1.1.1. The District will continue to pay 4.5%toward the employee's contributions to OCERS for those employees who elected to make a one-time decision to remain in the Plan G program. 25.1.2. Employees hired on or after September 21, 1979 and before July 1. 2011: The District will continue to contract with OCERS to provide the 2.5%@ 55 benefit formula(Plan H)based on the highest consecutive thirty-six(36) months average earnings, past and future service. 25.1.2.1. The District will continue to pay 3.5%of an eligible employee's base salary towards the employee's contributions to OCERS. 25.1.3. Employees hired on or after July 1.2011 and before January 1,2013:The District will contract with OCERS to provide the 1.667% @ 57.5 benefit formula (Plan B) based on the highest consecutive thirty-six(36) months average earnings, past and future service. 25.1.3.1. The District will pay 0%of an eligible employee's base salarytowards the employee's contributions to OCERS. 25.1.4. Employees hired on or after January 1,2013:The District will contract with OCERS to provide the 2.5% @ 67 benefit formula(Plan U -PEPRA) based on the highest consecutive thirty-six (36)months average earnings, past and future service. 25.1.4.1. The District will pay 0%of an eligible employee's base salarytowards the employee's contribution to OCERS. 25.1.5. All monies actually contributed into the retirement system by an employee will be deducted from gross salary for taxation purposes in accordance with Internal Revenue Code provisions. ARTICLE 26.SHIFT DIFFERENTIAL 26.1. Employees who are assigned to work a night shift that consists of fifty percent(50%)or more of the hours between 6:00 p.m. and 6:00 a.m.and who actually work that shift will receive a shift differential of$3.00 per hour. 26.2. The District and Local 501 agree to reopen this Agreement following ratification to discuss Article 26 Shift Differential. 26.2.1. The parties acknowledge that this reopener does not obligate the District or Local 501 to change and/or modify any provisions of the MOU during the term of this MOU. Any changes/modifications to the MOU as a consequence of this reopener must be by mutual agreement. The failure to reach mutual agreement is not subject to the MOU grievance process; unfair labor practice proceedings before the Public Employment Relations Board; and/or proceedings in the Superior Court. Local 501 MOU July 1,2014 to June 30, 2016 Page 16 ARTICLE 27.LEAVE-OF-ABSENCE WITH PAY 27.1. Personal Leave 27.1.1. Personal leave is provided to allow employees time off with pay for vacation,personal business and illness or injury. Personal leave is accrued by full-time employees for all paid hours, including hours actuallyworked and hours in a paid-leave payroll status,on a biweekly basis as follows: Years of Service Hours- Hours- Biweekly Annual In years 0 through 1 2.31 80' In years 2 through 4 5.38 140 In years 5 through 10 6.92 180 In year 11 7.23 188 In year 12 7.54 196 In year 13 7.85 204 In year 14 8.15 212 In year 15 8.46 220 In year 16 8.69 226 In ear 17 8.92 232 In ear 18 9.15 238 In ear 19 1 9.38 244 In ear 20 and over 1 9.62 250 27.1.2. Only sixty(60) hours may be taken in the first year; the twenty(20) additional hours will be credited to the accrual balance following successful completion of one (1)year's service. 27.1.3. When unpaid absences occur, personal leave accruals will be applied by straight proration of leave accruals based on the number of hours actuallyworked, and is applicable to all types of leave,whether legally protected or not. 27.2. Scheduled Time Off 27.2.1. Management will make reasonable effort, considering the operational needs of the District,to accommodate all employee requests for time off. Scheduled time off should normally be requested at least two (2) weeks in advance to increase the likelihood of those dates being approved. 27.2.2. Employees with at least one(1)year's service must request and take at leastforty(40)hours off each year. 27.2.3. Supervisor absences will not affect an employee's abilityto scheduletime off unless the time off request is submitted within two(2)weeks of the date requested. 27.2.4. Requests fortime off that are submitted beyond six(6)months shall not be approved unlessthe request is for at least one (1)week in duration. These requests shall be approved based on seniority. Requests for time off that are less than one(1)week induration must be submitted within six(6)months of the date requested. Time off requests that are submitted within six(6) months shall be approved on a first-come,first-serve basis based on staffing requirements. Excessive single or partial day requests for time off may be cause for denial if the absence(s)is found to negatively impact the effectiveness of work teams, scheduling of work, training, and the ability to take multiple days off by other staff. 27.2.5. Full-day time off requests with less than twenty-three (23) hours' notice shall be considered unscheduled. All other time off requests, including partial day time off requests, must be requested in accordance with the provisions of this Article and may be considered scheduled at management's discretion based on business needs. Local 501 MOU July 1,2014 to June 30, 2016 Page 17 27.3. Unscheduled Time Off 27.3.1. Personal leave provides income protection to an employee unable to work due to illness,injury or pregnancy, caring for an ill or injured member of his/her immediate family or other personal emergency. Unscheduled time off must be accounted for by completion of an Unscheduled Time Off Report upon the employee's return to work. It is the responsibility of District's management to control the potential abuse of unscheduled time off privileges. Tardiness less than fifteen (15) minutes will not be deducted from the employees pay, but numerous occurrences will be addressed through the progressive discipline procedures. Employees who are more than fifteen (15) minutes tardy to work must use accrued time off to offset the time away from work. Tardiness of more than fifteen(15)minutes maybe considered unscheduled time off based on excessive occurrences. 27.3.2. Employees must notify their supervisor prior to the start time of their shift when they are unable to report to work.Any absence that is requested within twenty-three(23)hours of the start of an employee's work schedule, excluding protected leaves of absence and bereavement leave, shall be considered unscheduled time off. 27.3.3. An employee's attendance record will be reviewed with an employee after five (5) separate occurrences of unscheduled time off to provide an opportunity to assess problems that could potentially lead to disciplinary action. The accumulation of the sixth and seventh occurrence within a twelve (12) month period will result in a verbal warning. The eighth occurrence will result in a written warning. Employees who are charged with ten occurrences of unscheduled time off within a calendar twelve(12)month period will be subject to termination.A rolling(12) month calendar period will be utilized to measure absence occurrences.A"rolling"twelve(12) month calendar period is measured backward from the date the employee uses the leave. Absences of multiple consecutive days involving the same injury or illness will be considered a single occurrence.The District also has the right to discipline employees on the basis of total absences away from work. 27.3.4. Employees returningfrom an extended leaveshould notify their supervisor as soon aspossible to facilitate personnel scheduling. 27.3.5. The employee may be required, at any time, to furnish a certificate issued by a licensed physician or nurse,or other satisfactory evidence of illness;however,for unscheduled absences of ten (10) consecutive days or more, a request for leave and a medical statement, on prescribed forms,stating expected date of return must be submitted to Human Resources. For absences of one (1) or more working days in an unpaid status, a request for leave and a medical statement on prescribed forms, stating expected date of return must be submitted to Human Resources. 27.4. Personal Leave and Workers' Compensation Leave 27.4.1. Employees who are injured in the course of their employment are placed on Workers' Compensation Leave, and receive wage loss benefits to which they are entitled under the Workers'Compensation Act. Employees may request to receive prorated Personal Leave pay to supplement their Workers'Compensation payments in an amount such that the sum of both is equal to the employee's regular base pay. 27.5. Personal Leave Payoff 27.5.1. Employees who terminate,retire or decease will be paid in full at their current rate of pay for all Personal Leave hours accrued. 27.6. Maximum Accrual 27.6.1. Employees may have a maximum accumulation of four hundred forty(440)hours of personal leave as of the last day of the final pay period in December of each year. In the event an employee accrues personal leave in excess of four hundred forty(440)hours, it must be used prior to said December date. All other remaining hours in excess of four hundred forty(440)will be paid to the employee in the first pay period in January at the employee's then current hourly rate of compensation. Local 501 MOU July 1,2014 to June 30, 2016 Page 18 27.7. Sick Leave Bank 27.7.1. Employees who elected to bank sick leave accrued prior to the implementation of Personal Leave provisions may elect to use such time off for absence due to a bona fide illness,injury or pregnancy,or to attend to the illness or injury of an immediate family member. Employeeswho retire or decease will be paid at the fifty percent(50%)rate for all banked sick leave hours;an employee who terminates will be compensated for banked sick leave as follows: Banked Sick Leave Rate of Payoff Hours 0—100 0 percent 101 -240 25 percent 241 -560 35 percent Over 560 50 percent 27.7.2. If the need for leave is due to the employee's own serious health condition, as defined in the Family and Medical Leave Act (FMLA) or the California Family Rights Act (CFR4), the certification requirement will comply with the provisions of these Acts. 27.8. Jury Duty Leave 27.8.1. Anyfull-time employee,including probationary,who is called forjury duty shall be entitled to his or her regular pay for those hours of absence due to performance of jury duty for a period up to twenty-two(22)working days. 27.8.2. Priortojury dutyservice,each employee mustcomplete a time off requestthrough the District's timesheet system and provide a copy of the summons to his or her supervisor. 27.8.3. Employees who work otherthan the day shift who are called forjury dutywill be considered on day shift for the duration of their jury service for purposes of this provision. If a portion of that shift should fall on a weekend or other day the employee is not required to be present in court, the employee will be expected to work. 27.8.4. A copy of the jury notice must be provided to the employee's supervisor. Employees must report for work during their regularly scheduled work shift when they are relieved from jury duty, unless there is less than one-half(%)of their regular shift remaining. 27.9. Witness Leave 27.9.1. Any full-time, including probationary, employee, who is required to be absent from work by a subpoena properly issued by a court, agency or commission legally empowered to subpoena witnesses,which subpoena compels his/her presence as a witness,except in a matterwherein he/she is named as a defendant or plaintiff or as an expert witness,will, upon approval of an online time off request, be entitled to the time necessary to comply with such subpoena, provided any fees received for such service,exclusive of mileage,are submitted to the District for deposit in the General Fund of the District. 27.9.2. An employee so subpoenaed must submit a copy of the subpoena to his/her supervisor and complete an online time off request form in orderto be eligible for payforsuch absence. To be entitled to receive regular payfor such witness leave,the employee must reportforwork atthe District for time not actually retained on witness service of one(1)hour or more prior to and/or upon completion of each day's service, exclusive of travel time. 27.10. Military Leave 27.10.1.A request for military leave will be made upon leave-of-absence forms approved bythe Human Resources Department and will stale the date when it is desired to begin the leave-of-absence and the date of anticipated return. A copy of the orders requiring such military service will be submitted with the request. Local 501 MOU July 1,2014 to June 30, 2016 Page 19 27.10.2.Provisions of the Military and Veterans Code of the Stale of California,Sections 395-395.5 will govern military leave. In general,current law provides that an employee having one(1)year or more service with a public entity is entitled to military leave with pay not exceeding thirty(30) days per year if the employee is engaged in military duty ordered for purposes of active military training or encampment. An employee who is required to attend scheduled service drill periods or perform other inactive duty reserve obligations is entitled to military leave without pay, not exceeding seventeen (17)calendar days per year, although the employee may, at his or her option, elect to use accrued leave time to attend the scheduled reserve drill periods or to perform other inactive drill period obligations. Employees who participate in weekend military drill duty are not eligible for leave with pay for such activity, but may have their regular work schedule changed to accommodate the required time off. 27.11. Bereavement Leave 27.11.1.Any full-time employee, whether probationary or regular, will receive a maximum of thirty-six (36) hours of paid time for the death or funeral of an immediate family member. Immediate family member is defined as the employee's father, step-father, father-in-law, mother, step- mother, mother-in-law, brother, step-brother, sister, step-sister, husband, wife, domestic partner, biological child, adopted child, step-child, child of a domestic partner, grandchild, grandparent, foster parent, foster child, legal guardian, or any family member with whom the employee resides. ARTICLE 28.LEAVE-OF-ABSENCE WITHOUT PAY 28.1. It is the policy of the District to grant employees leaves-of-absence without pay under certain circumstances and in accordance with state and federal benefit entitlement laws. Except as stated below, employees will not receive compensation during an unpaid leave-of-absence. Employees will not be granted an unpaid leave of absence prior to exhausting all paid leave accrual balances, excluding employees protected by PDL(Pregnancy Disability Leave)/FMLA(Family and Medical Leave Act)/CFRA(California Family Rights Act)for their own serious health condition. 28.2. Using the prescribed forms, approved by District management, any full-time, including probationary, or part-time employees with at least fifty-two (52)weeks of service and at least twelve hundred fifty (1,250) hours of service, may be granted an FMLA or CFRA leave-of-absence without pay, not to exceed twelve (12)weeks in a rolling twelve(12)month calendar period. A"rolling"twelve If 2) month period is measured backward from the date the employee uses the leave.A request for leave of absence without pay must be made upon prescribed forms in all instances where an employee is absent without pay for more than five(5)consecutive working days, or for absences of ten(10) working days or more when using paid sick leave accruals. 28.3. Substitution of Paid Leave 28.3.1. Employees who request FMLA or CFR4 Leave for qualifying purposes other than the employee's own serious health condition will be required to use all accruals before unpaid leave is granted. Paid time off will not accrue during any pay period that an employee is absent without pay for more than one (1)day. 28.3.2. Personal leave accruals may be used for the care of the employee's father,step-father,father- in-law,mother,step-mother, mother-in-law,brother,step-brother,sister,step-sister, husband, wife,domestic partner,biological child,adopted child,step-child,foster child,legal ward,child of a domestic partner, grandchild, grandparent, foster parent, legal guardian, or any family member with whom the employee resides. 28.4. Permissible Uses 28.4.1. FMLA Leave. FMLA Leave may be used for: 28.4.1.1. The birth of a child or to care for a newborn of an employee; Local 501 MOU July 1,2014 to June 30, 2016 Page 20 28.4.1.2. The placement of a child with an employee in connection with the adoption or foster care of a child; 28.4.1.3. The care for the employee's father,step-father,father-in-law, mother,step-mother, mother-in-law, brother, step-brother, sister, step-sister, husband, wife, registered domestic partner,biological child, adopted child,step-child,foster child,legal ward, child of a domestic partner, grandchild,grandparent,foster parent,legal guardian,or any family member with whom the employee resides who has a serious health condition, as defined in the Act; 28.4.1.4. The employee's own serious health condition that renders the employee unable to perform the essential functions of his or her position, including incapacity due to pregnancy; 28.4.1.5. A qualifying exigency arising out of the fact that an employee's family member is on covered active duty or called to covered active duty status in the Armed Forces.A qualifying exigency may include activities such as making arrangements for childcare,attending counseling relating to the active duty of the service member,or attending to farewell or arrival arrangements for the service member; 28.4.1.6. The care for the employee's family member or"next of kin'service member of the United States Armed Forces who has a serious injury or illness incurred in the line of duty while on active military duty. This leave may consist of up to twenty-six (26) weeks of unpaid leave during a single 12-month period. 28.4.2. CFRA Leave. CFRA Leave may be used for: 28.4.2.1. The same purposes as FMLA Leave,including the care of a domestic partner orchild of a domestic partner, and will run concurrently with FMLA Leave. 28.4.2.2. CFRA Leave may not be used for 1)an employee's incapacity due to pregnancy,2) leave due to a qualifying exigency, or 3)to care for a family member or next of kin with a serious injury or illness incurred in the line of duty.However, incapacity due to pregnancy may entitle an employee to up to four(4)months of pregnancy disability leave under California's Pregnancy Disability Leave(PDL)law. 28.5. General Provisions 28.5.1. Requests for FMLA and CFRA Leave 28.5.1.1. Where the need for Leave is foreseeable, the District requests thirty (30) days advance notice. 28.5.2. Medical Certification 28.5.2.1. As a condition of FMLA or CFRA Leave because of a serious health condition,the District may require certification bythe employee's attending physician in accordance with the Department of Labor(DOL) regulations. 28.5.3. Medical and Dental Premiums 28.5.3.1. During FMLA and CFRA Leave,the District will payfor medical and dental benefits at the same level as coverage would have been provided if the employee was not on leave. The employee will be required to pay his or her share of medical and dental premiums. Failure to submit a monthly co-payment, in full,within forty-five(45)days of the invoice date will result in loss of group coverage. Coverage will be reinstated upon return to active employment. 28.5.4. Reinstatement Local 501 MOU July 1,2014 to June 30, 2016 Page 21 28.5.4.1. Upon expiration of FMLA or CFRA Leave, the employee will be reinstated to the same or a comparable position unless the employee would not otherwise have been entitled to that position for reasons unrelated to such leave (e.g., lay-off), in which case the District's obligation to continue health and dental or other benefits will cease. 28.5.5. District Employment of Spouses/Domestic Partners 28.5.5.1. FMLA Leave. Married employees will be limited to a combined total of twelve (12) weeks FMLA or CFRA Leave in a rolling twelve(12)month calendar period for the care of a parent or newly born or placed child. 28.5.5.2. CFRA Leave. Married employees and employees in domestic partnerships will be limited to a combined total of twelve(12)weeks CFRA Leave in a rolling twelve(12) month calendar period for the care of a parent or newly born or placed child. 28.5.6. General Leave 28.5.6.1. Employees who have exhausted all paid time off accruals may request to be granted a general leave-of-absence by District management to attend to personal matters or for FMLA or CFRA qualifying events after the expirations of previously authorized leave . 28.5.6.2. During a general leave-of-absence, the employee will be required to pay both the District's and the employee's share of medical and dental premiums. 28.5.6.3. Failure to submit a monthly co-payment, in full, within forty-five (45) days of the invoice date will result in loss of group coverage. Coverage will be reinstated upon return to active employment. 28.5.7. Return to Work Policy 28.5.7.1. An employee who has been absent from work due to a medical reason may be subject to a Return-to-Work medical evaluation. 28.5.7.2. If it is determined that thejob demands of the position last held bythe employee are not compatible with the employee's restrictions(with reasonable accommodation if the employee is disabled within the meaning of the ADA/FEHA)and the employee is willing to return to work, placement in an alternative position, if available, will be considered. The employee will be re-classified as medically disqualified while alternative positions are being considered. Such time off will be without pay; however,the employee may elect to use accrued leave hours,such as vacation,sick or personal,to receive compensation. Placement of an employee in an alternative position requires a pre-placement medical evaluation for the alternative job. 28.5.7.3. If it is determined that the job demands of the position last held by the employee are not compatible with the employee's restrictions (and cannot be reasonably accommodated if the employee is disabled within the meaning of ADA/FEHA)and there is not an alternative position,or the employee's restrictions are not compatible with an alternative position, or the employee is not willing to return to work, the employee will be re-classified as medically disqualified and not permitted to work. Thereafter, the employee will be retired for disability, if eligible,or dismissed. Such dismissal will not imply disciplinary action for cause. If requested,the employee's file will indicate the employee left for personal reasons. 28.5.8. Bridae of Service 28.5.8.1. If an employee is dismissed per Section 28.5.7.3 and then is rehired to a position within the District within one(1)year,the District will bridge the employee's service date. Bridging of service procedures involve adding the total number of days away from work to the employees original date of hire. Local 501 MOU July 1,2014 to June 30, 2016 Page 22 28.5.9. Failure to Return to Work 28.5.9.1. If, upon the expiration of FMLA or CFRA Leave, or any District-approved extension thereof including General Leave, an employee fails to return to work and no additional leave has been authorized, the employee will be considered to have automatically resigned from his/her position. In such cases, the employee will receive advance notification of the District's intent to implement an automatic resignation. 28.5.10.Compliance with Law 28.5.10.1.These leave-of-absence provisions will be interpreted and applied in a mannerthat is consistent with the provisions of FMLA,CFRA,ADA and all other laws. In the event there is a direct conflict between these provisions, as written or applied, the provisions of law will govern. ARTICLE 29.CLASSIFICATION STUDIES 29.1. The District will include a representative from Local 501 to participate as a partner in the agency- wide classification and compensation study. 29.2. An employee who believes his/her position is not properly classified may submit a written request to the Department Director asking that a classification study be conducted. The Department Director will acknowledge the request in writing and review the request for accuracy, and forward it to the Director of Human Resources,or designee, for consideration and response. Classification studies will only be conducted twice a year in November and durinhq the budget process;therefore, classification study requests shall be submitted October 1 s for the November review and according to the Finance budget schedule. District's management may also conduct classification studies at their discretion to ensure that the duties and responsibilities of all employees are appropriately allocated within the classification structure. 29.2.1. All classification study findings regarding existing classifications are subject to approval by the General Manager;findings recommending a newjob classification range are subject to approval by the District's Board of Directors. The recommendations of the classification study will be implemented in the first pay period immediately following the completion of the study unless the recommendations require action by the Board of Directors prior to implementation. In such event,the recommendations will be implemented in the first pay period immediately following authorization by the Board. 29.3. Y-Rating 29.3.1. In the event the duties and responsibilities of a position are allocated to a lower paid classification,the salary of the incumbent of that position will remain unchanged. 29.3.2. Y-rating will be granted for all reclassifications where employees are working in a job classification with a lower maximum rate of pay. 29.3.3. The Y-rate will remain in effect until the salary range for the new classification equals or exceeds the employee's Y-rated salary. Employees become eligible for merit increases and range adjustments when the Y-rate is no longer in effect. 29.3.4. Career Change — Operator-in-Training: Y-rating will occur when an existing employee is selected as a candidate for an Operator-in-Training classification when the employee's hourly rate is higher than the applicable hourly rate for the Operator-in-Training classification. The Y- rating shall begin with the effective date of the new classification and continue for eighteen(18) months. The employee must obtain a Grade I Plant Operator certificate within this eighteen (18) month period. The employee will serve a probationary period for the first twelve (12) months of this eighteen (18) month period. If the employee does not obtain a Grade I Plant Operator certificate or does not pass probation,the employee will be returned to his/her prior position or an equivalent position. Local 501 MOU July 1,2014 to June 30, 2016 Page 23 29.3.5. Career Chance — Power Plant Operator I., Y-rating will occur when an existing employee is selected as a candidate for a Power Plant Operator I classification when the employee's hourly rate is higher than the applicable hourly rate for the Power Plant Operator I classification. The Y-rating shall begin with the effective dale of the new classification and continue for twenty-four (24)months. The employee will serve a probationary period for the first twelve(12)months of this twenty-four(24)month period. If the employee does not pass probation,the employee will be returned to his/her prior position or an equivalent position. ARTICLE 30.DRIVER'S LICENSE 30.1. Employees who are required by the District to drive must notify their supervisor and the Risk Management Division immediately upon receipt of any suspension or revocation of their California Driver's License privileges. Failure to do so could result in disciplinary action up to and including separation. 30.2. If an employee whose license is suspended or revoked and is thus unable to perform his/her regular duties and responsibilities notifies the District in a timely fashion,an attempt will be made to place the employee in an equal or lower level position for which he/she is qualified. Placement in the range of the new classification is subject to District's management discretion. 30.3. The District will continue to pay the license renewals and physical examination costs of Class A& B licenses that are specifically required by the District. ARTICLE 31.LAYOFF PROCEDURE 31.1. Nothing herein will be construed to require the District to fill vacant, budgeted positions nor to prohibit the District from eliminating vacant positions from the budget. The District reserves the right to reassign staff to other positions in instances involving job restructuring, reorganization or due to lack of work. 31.2. If, in the sole discretion of District's management, personnel reductions are necessary, layoff order and recall lists will be developed based upon job classification, priority of function,job performance, individual qualifications and seniority. The Local 501 and employees subject to lay off will be provided with at least two (2)weeks notification in writing whenever possible. 31.3. Employees in classifications subject to layoff may request a voluntary demotion to any previously held position for which they remain qualified. Such request must be made in writing to the Human Resources Department within five(5)days of receipt of the Layoff Notice. The salary of an employee who voluntarily demotes will be unchanged, except that it may not exceed the top of the range for the lower level classification. 31.4. Recall lists will be developed for all classifications experiencing personnel reductions, and will be maintained for a period of two(2)years from the date of layoff. Individuals will be placed on the list in the inverse order of layoff, so that the last person laid off is the first recalled. When a vacancy occurs in a classification for which a Recall list exists, an offer of reemployment will be made to the individual on the top of the list. That individual must respond to the offer within five (5)days, or the offer will be made to the next person on the list. An individual who either does not respond or refuses three(3)consecutive offers will have his/her name removed from the list. 31.5. All notification and responses must be in writing and delivered either in person or by Certified Mail. It is the responsibility of all employees to keep the Human Resources Department informed of their current address, or where they may be contacted. ARTICLE 32.LIGHT DUTY 32.1. An employee who is released by a physician to perform limited duties because of a temporary disability may be assigned to light duty at the discretion of the District. Light duty may consist of Local 501 MOU July 1,2014 to June 30, 2016 Page 24 duties other than those normally performed by the employee and that are within the employee's medical restrictions. An employee assigned to light duty will be paid the regular wage rate for the job classification to which he or she was assigned prior to being temporarily disabled. ARTICLE 33.MEDICAL EXAMINATION 33.1. When there is reasonable evidence to suggest that an employee is impaired in a manner that endangers his/her own health or safety, or that of others,the District may require that employee to be examined or evaluated by a health care provider. The purpose of such examination must be job related. Any examination under this provision will be conducted on District's time and at District's expense. An employee may submit an independent medical opinion regarding his/her condition and addressing his/her ability to competently perform the duties of the position. This information will be reviewed and considered by a competent medical authority in arriving at a decision regarding the individual's continued employment in the position. ARTICLE 34.MILEAGE ALLOWANCE 34.1. Approved use of a personal vehicle for District business will be reimbursed at the current IRS rate. ARTICLE 35.ACTING PAY 35.1. Employees who are assigned by District's management to perform the duties of an open, budgeted position at a higher level for a period of at least forty(40)cumulative hours in a pay period will be eligible for a one (1)step salary increase, or the first step of the range for the higher level classification,whichever is greater. The higher rate of pay begins with hour forty-one (41)and continues until the assignment ends or the six(6)month limitation has been reached at which time a determination will be made as to whether the position should or should not be posted. Requests for acting pay require the pre-approval of the employee's Department Director, or designee. The forty (40)hour eligibility period may be waived at the discretion of the General Manager. 35.2. Substitution Pav 35.2.1. Employees in the Operations and Maintenance Departments who are assigned by District's management to perform the duties of an absent Supervisor shall be eligible for Substitution Pay which shall begin with the first hour of assignment. 35.3. Operations 35.3.1. If a Lead Plant Operator or Senior Plant Operator is assigned to perform the work of an Operations Supervisor because of the absence of the regularly assigned Operations Supervisor and the unavailability of an alternate Operations Supervisor for an entire shift,the Lead Plant Operator or Senior Plant Operator will be paid equal to a one(1)step salary increase or the first step of the Operations Supervisor pay range, whichever is greater. 35.4. Maintenance 35.4.1. If an employee in any of the "Lead" classifications is assigned to perform the work of a Maintenance Supervisor because of the absence of the regularly assigned Maintenance Supervisor and the unavailability of an alternate Maintenance Supervisor for a period of at least two(2)weeks,the"Lead"worker will be paid equal to a one step salary increase or the first step of the Maintenance Supervisor pay range, whichever is greater. ARTICLE 36.PERFORMANCE REVIEWS (This Article intentionally left blank. Information related to performance reviews is included in Article 13.) Local 501 MOU July 1,2014 to June 30, 2016 Page 25 ARTICLE 37.PERSONNEL FILES 37.1. Employees have the right to inspect their Personnel File in the Human Resources Department during the normal office hours of the Human Resources Department by appointment. Employees who wish to correct allegedly erroneous information in their file, or request that items related to disciplinary matters be removed after the indicated time period has elapsed, should submit a request in writing to the Director of Human Resources, or designee. It is the responsibility of each employee to keep the personal information in his/her file current, including home address, telephone number and person to contact in an emergency. ARTICLE 38.BULLETIN BOARDS 38.1. The Local 501 may use the bulletin boards located at Plant 1 (10844 Ellis Avenue, Fountain Valley, CA 92708)and Plant 2(22212 Brookhurst Street, Huntington Beach, CA 92646)which are designated for use by employee groups to post notices to the District employees provided that: (a) no controversial matter which is critical or derogatory of the District, its employees,officers or Directors may be posted; (b) nothing posted by the District may be removed; (c)the Loral 501 will remove its notices after a reasonable length of time; and (d)only a reasonable number of notices will be posted. ARTICLE 39.RELEASE TIME FOR MEET AND CONFER SESSIONS 39.1. A maximum of six(6)employees covered by this Agreement and appointed by the Loral 501 will be granted reasonable release time for attending meet and confer sessions at the bargaining table. Release time will not be compensated for any hours that exceed the employee's regularly scheduled hours of work. 39.2. The Local 501 will provide the Director of Human Resources, or designee,with the names of employees requiring meet and confer release time in advance of the meet and confer process. Release time will be limited exclusively to the six(6)employees. The release time will be granted provided that the needs of the District permit the time away from assigned work. ARTICLE 40.USE OF DISTRICT FACILITIES 40.1. District facilities may be used by the Local 501 with prior notice to the Director of Human Resources, or designee,for the purpose of holding meetings, to the extent that such use does not interfere with normal District operations. The Local 501 agrees to pay for the cost of any additional custodial or security services. ARTICLE 41I.SCOPE OF BARGAINING 41.1. The District and Local 501 acknowledge that during the negotiations which resulted in this Agreement, each party had the unlimited right and opportunity to make demands and proposals with respect to all proper subjects within the scope of representation. Therefore, the District and Local 501,for the term of this Agreement, except as otherwise provided herein, each voluntarily and unqualifiedly waive the right, and each agrees that the other will not be obligated to bargain collectively with respect to any subject or matter contained in this Agreement. ARTICLE 42.IMPASSE PROCEDURES 42.1. If either the District or Local 501 declares that an impasse exists in the meet and confer process,the party so declaring may initiate the impasse procedure by providing the other party with a written request for an impasse meeting,together with a statement of its position on all issues. An impasse Local 501 MOU July 1,2014 to June 30, 2016 Page 26 meeting will be scheduled and held between the parties within fourteen(14)calendar days or as soon as practicable to: 42.2. Review the position of the parties in a final effort to reach agreement on a memoranda of understanding, and 42.3. If the impasse is not resolved, to discuss the immediate utilization of impasse procedures outlined herein. 42.4. Impasse procedures are: 42.4.1. Mediation: If the parties mutually agree to submit the dispute to the State Mediation and Conciliation Service all mediation proceedings will be private and as soon as practicable. The mediator will make no public recommendation, nor take any public position at any time concerning the issues. 42.4.2. Fact-Finding: Whether the parties submit the dispute to mediation or not, Local 501 may request thatthe parties'differences be submitted to a factfinding panel as soon as practicable. The cost of a fact finder and other mutually incurred costs will be mutually shared by the District and Local 501. 42.4.3. Board Actions: If the parties fail to resolve the impasse,the dispute will be sent to the District's Board of Directors for resolution. Each party will submit its written proposal on all issues to the Board. The Board may take such action to resolve the impasse as it deems appropriate to the public interest. Any action taken by the Board to resolve the impasse will be final and binding. ARTICLE 43.SEVERABILITY 43.1. Notwithstanding any other provisions in this Agreement, in the event that any Article, Section or Subsection of this Agreement will be declared invalid by any court or by any State or Federal law or regulation, or should a decision by any court or any State or Federal law or regulation diminish the benefits provided by this Agreement, or impose additional obligations on the District, the District and Local 501 will meet and confer on the affected Article, Section or Subsection. In such event, all other Articles, Sections or Subsections of this Agreement not affected will continue in full force and effect. ARTICLE ".UNIFORMS 44.1. The District will provide and maintain twelve(12)uniform pants and shirts,which may include the name of the employee and District's seal, at no cost to appropriate personnel. 44.2. The District will also provide each field employee with one (1)jacket. The District will provide for the cleaning of the jacket, and will determine when the jacket needs to be replaced. 44.3. District's management may establish specific appearance guidelines. All employees who are issued uniforms must wear them during the performance of their regular duties. Failure to wear required clothing,shoes and safely equipment may be cause for disciplinary action. ARTICLE 45.SUBSTANCE ABUSE POLICY 45.1. The District's Drug and Alcohol Policy will apply to all unit members. The District may adopt or implement rules, regulations and policies to be in compliance with federal and state laws. In such cases, notification will be provided to the bargaining unit prior to implementation. 45.2. Department of Transportation (DOT) Regulations Local 501 MOU July 1,2014 to June 30, 2016 Page 27 45.2.1. Every driver who operates a commercial motor vehicle in interstate or intrastate commerce and is subject to the commercial driver's license requirements of the Department of Transportation, Federal Highway Administration CFR Part 382 is subject to the District's Anti-Drug and Alcohol Program. The District will ensure that all alcohol or controlled substances testing conducted under the Substance Abuse and Alcohol Misuse Plan complies with the procedures setforth in CFR Part 40. 45.3. District's Substance Abuse Policy: 45.3.1. Any employee may be subject to discipline, up to and including termination, for any alcohol screen test that indicates an alcohol concentration level of 0.02%or greater. ARTICLE 46.DUES DEDUCTIONS 46.1. The District will deduct from each regular paycheck and remit to Local 501 the dues, initiation fees and assessments including Agency Shop associated service fees or religious exemptions, for each employee who authorizes such deduction in writing. Such authorizations must be filed by the end of the pay period prior to the period for which the deduction is requested. 46.2. The District will provide the Local 501 a quarterly list of the names of employees for whom it has made deductions, the names of new employees, and the names of employees who have terminated. ARTICLE 47.AGENCY SHOP 47.1. Legislative Authority 47.1.1. The parties mutually understand and agree that in accordance with California Government Code Sections 3500,et.seq.,all full-time Unit employees represented by the International Union of Operating Engineers, Local 501 (hereinafter"Union") have the right to join or not join the Union. However, the enactment of a local "Agency Shop' requires that as a condition of continuing employment,employees must either join the Union or pay to the Union a service fee in lieu thereof. Such service fee shall be established by the Union, and shall not exceed the standard initiation fee, periodic dues and general assessments of the Union. 47.2. Union Dues/Service Fees 47.2.1. The Human Resources Department shall provide all current employees and any employees hired thereafter with an authorization notice advising them that the District has entered into an Agency Shop agreement with the Union,and that all employees subject to the Agreement must either join the Union, pay a service fee to the Union,or execute a written declaration claiming a religious exemption from this requirement.Such notice shall include a forth for the employee's signature authorizing payroll deduction of Union dues or a service fee, or a charitable contribution equal to the service fee. Said employees shall have fourteen (14)calendar days from the date they receive the form to fully execute it and return it to the Human Resources Department. 47.2.2. If the form is not completed properly and returned within fourteen (14) calendar days, the District shall commence and continue a payroll deduction of service fees from the regular biweekly paychecks of such employee. The effective date of Union dues, service fee, or charitable contribution shall begin no later than the first full pay period after receipt of the authorization form. 47.2.3. The employee's earnings must be sufficient after the other legal and required deductions are made to cover the amount of the dues or fees authorized. When an employee is in a non-pay status for an entire pay period, no withholding will be made to cover the pay period from future earnings. In the case of an employee in a non-pay status only during part of the pay period, whose salary is not sufficient to cover the full withholding, no deduction shall be made. In the case of an employee who is receiving catastrophic leave benefits during a pay period, no Local 501 MOU July 1,2014 to June 30, 2016 Page 28 deductions shall be made. In this connection,all other legal and required deductions(including health care and insurance deductions)have priority over Union dues and services fees. 47.3. Reliaious Exemption 47.3.1. Any employee who is a member of a bona fide religion, body,or sect that has historically held conscientious objections to joining or financially supporting public employee organizations shall not be required to join or financially support any public employee organization as a condition of employment. The employee maybe required,in lieu of periodic dues,initiation fees,or Agency Shop fees,to pay sums equal to the dues, initiation fees,or Agency Shop fees to a nonreligious, nonlabor charitable fund exempt from taxation under Section 501(c)(3)of the Internal Revenue Code, chosen by the employee from a list of at least three of these funds, designated in a memorandum of understanding between the District and the Union, or if the memorandum of understanding fails to designate the funds, then to any such fund chosen by the employee. Charitable contributions shall be by regular payroll deductions only in order to qualify as a condition of continued exemption from the requirement of financial support to the Union. 47.3.2. Declarations of orapplications for religious exemption and any othersupporting documentation shall be forwarded to the Union within fourteen(14)calendar days of receipt by the District. The Union shall have fourteen(14)calendar days after receipt of a request for religious exemption to challenge any exemption granted by the District. If challenged,the deduction to the charity of the employee's choice shall commence but shall be held in escrow pending resolution of the challenge. 47.4. Rescission 47.4.1. The Agency Shop provision in this memorandum of understanding may be rescinded by a majority vote of all the employees in the Unit covered by the memorandum of understanding, provided that: 47.4.1.1. A request for such a vote is supported by a petition containing the signatures of at least thirty percent(30%)of the employees in the Unit. 47.4.1.2. The vote is by secret ballot. 47.4.1.3. The vote may be taken at any time during the term of the memorandum of understanding, but in no event shall there be more than one (1)vote taken during that tens. Notwithstanding the above,the District and the Union may negotiate,and by mutual agreement provide for,an alternative procedure or procedures regarding a vote on an Agency Shop agreement. 47.4.2. If a"rescission vote"is approved by unit members during the term of a current MOU,the Union agrees not to petition for or seek Agency Shop status for the remainder of the current MOU. 47.5. Records 47.5.1. The Union shall keep an adequate itemized record of its financial transactions and shall make available annually,to the District,and to the employees who are members of the organization, within sixty(60)days after the end of its fiscal year,a detailed written financial report thereof in the form of a balance sheet and an operating statement,certified as to accuracy by its president and treasurer or corresponding principal officer, or by a certified public accountant. An employee organization required to file financial reports under the Labor-Management Disclosure Act of 1959 covering employees governed by this provision,or required to file financial reports under California Government Code Section 3546.5, may satisfy the financial reporting requirement of this section by providing the District with a copy of the financial reports. 47.6. Indemnification 47.6.1. The Union shall indemnify, defend and hold the District harmless against any liability arising from any claims,demands,or other action relating to the District's compliance with the Agency Shop fee obligation,including claims relating to the Union's use of monies collected under these Local 501 MOU July 1,2014 to June 30, 2016 Page 29 provisions. The District reserves the right to select and direct legal counsel in the case of any challenge to the District's compliance with the Agency Shop fee obligation, and the Union agrees to pay any attorney, arbitrator or court fees related thereto. ARTICLE 48.PEACEFUL RESOLUTION OF DISPUTES 48.1. During the term of this Memorandum, or any subsequent period when impasse resolution procedures are in progress or recommendations resulting from such procedures are being considered by the parties, the District agrees it shall not lockout employees in this Unit,and Local 501 agrees that it shall neither advocate, encourage or participate in any strike, including sympathy strike, or work stoppages, nor encourage employees to refrain in whole or in part from the full, faithful and proper performance of their duties of employment. ARTICLE 49.SHIFT CHANGES 49.1. The shift change provision is intended to provide an opportunity for employees to bid for open positions based on their job knowledge, experience and seniority. An open position is considered an unencumbered position, or vacancy, resulting from a transfer, promotion, separation, or retirement. Shift changes will be handled on the basis of seniority except when the District can demonstrate a business necessity. 49.2. Relief Operator 49.2.1. When Plant Operators,Senior Plant Operators or Power Plant Operator series are assigned to Relief Operator positions, they will be entitled to$1.75 per hour premium. 49.2.2. Except in emergencies, an employee will be notified of a change in his/her work schedule at least forty-eight(48) hours in advance of such change, preferably seven (7)calendar days in advance of such change. In the event that notice is under forty-eight(48)hours,management will first try to fill vacancy from the overtime list. Failure to fill from the overtime list will result in payment equivalent to call back pay in addition to any pay received from the shift worked for the Relief Operator. 49.2.3. It will be the intent of Management that relief employees will receive two(2)consecutive days off and will only be subject to split days off when schedule changes occur. 49.2.4. The District and Local 501 agree to reopen this Agreement following ratification to discuss Article 49.2 Relief Operator. 49.2.4.1. The parties acknowledge that this reopener does not obligate the District or Local 501 to change and/or modify any provisions of the MOU during the term of this MOU. Any changes/modifications to the MOU as a consequence of this reopener must be by mutual agreement. The failure to reach mutual agreement is not subject to the MOU grievance process; unfair labor practice proceedings before the Public Employment Relations Board; and/or proceedings in the Superior Court. 49.3. Shift change-bidding procedure 49.3.1. The District will mail (e-mail is acceptable) a Shift Change Request Form to employees in appropriate classifications every six(6)months. Any employee who wishes to be assigned to different shift, and who is qualified for that shift, may indicate his/her preference for reassignment on the Shift Change Request Form. The Shift Change Request Form must be returned within thirty (30) days for an employee to be placed on a shift bid list. The list of requests will be used for a period of six(6)months to fill vacant positions. A new employee or a promoted employee may request through the Human Resources Department to be added to the current list within two(2)weeks of his/her start date(new employee)or of being notified of the promotion. 49.3.2. When the District intends to fill an open position, the following steps will be followed: Local 501 MOU July 1,2014 to June 30, 2016 Page 30 49.3.2.1. The District will notify the most senior employee on the Shift Change Request list of the availability of the open position. 49.3.2.2. Within two(2)business days of the shift change offer,the employee must notify the District in writing (e-mail is acceptable) of his/her decision to accept or reject the position. 49.3.2.3. If the most senior employee rejects the position, the position will be offered to the next most senior employee on the list. 49.3.2.4. The process will be repeated until the position is filled or the list is exhausted. 49.3.3. If an employee declines a shift change offer, or does not notify the Human Resources Department within the two(2)business days, his/her name will remain on the list unless they request in writing to have it removed. An employee who accepts a shift change offer will be notified of the effective date of the shift change within seven (7) business days. 49.4. Requests for urgency transfer 49.4.1. On occasion,an employee maywish to initiate a transfer to a different shift or plant in response to a personal situation beyond his/her immediate control. Management will make a reasonable effort to accommodate such requests, considering the operational needs of the District, in accordance with the following guidelines: 49.4.2. The requirement to work any shift is considered an essential job function. An employee who requests a transfer due to health reasons that are supported by competent medical findings will be considered disabled and an effort will be made to explore reasonable accommodations. If such accommodations cannot be made, or if the accommodation would result in an undue business hardship on the District,the employee will have the option of remaining in the position unless his/her presence would pose a threat to the safety and welfare of others. 49.4.3. Transfer requests for non-medically related reasons will be considered only when the health or well being of the employee or a member of his/her immediate family is involved. In such events, the transfer would normally be of a temporary nature and limited to the duration of the emergency. 49.4.4. Employees who wish to submit a Request for Transfer must do so in writing to their supervisor. The request should contain sufficient information to allow full consideration of the nature of the emergency or medical condition, and include medical documentation. ARTICLE 50.WORKPLACE VIOLENCE AND WEAPONS POLICY 50.1. The District's Workplace Violence and Weapons Policy will apply to all unit members. ARTICLE 51.RESIGNATION 51.1. Voluntary written termination of employment with the District is irrevocable after seventy-two (72) hours from the receipt of the resignation except by approval of the Director of Human Resources,or designee. ARTICLE 52. OPERATOR CERTIFICATION 52.1. All employees assigned to the Lead Plant Operator, Senior Plant Operator, Plant Operator or Operator-in-Training classifications will comply with the certification requirements of Chapter 4, Title 23, Subchapter 14 of the California Administrative Code. Failure to maintain a valid certificate will be grounds for dismissal. This provision will not be subject to the Grievance Procedure. Local 501 MOU July 1,2014 to June 30, 2016 Page 31 52.2. The District will notify the Office of Operator Certification in writing within thirty(30)days of a final disciplinary action resulting in suspension, demotion or discharge of a certified operator if the discipline is the result of commission of any of the acts defined as grounds for discipline within the Operator Certification Regulations. 52.3. As a condition of employment, newly hired Operator-in-Training employees who do not possess a Certificate of Competence will apply for an Operator-in-Training Certificate and pay any applicable fee to the State Water Resources Control Board and submit proof of such application to the Human Resources Department within ten (10)business days of employment. Operators-in-Training who do not receive their Grade I Certificate within three (3)years from their date of hire will be released from District's employment. The District agrees to continue its current policy of reimbursing Operations and Maintenance employees for required certifications. Local 501 MOU July 1,2014 to June 30, 2016 Page 32 SIGNATURE PAGE 2014-2016 MEMORANDUM OF UNDERSTANDING BETWEEN THE ORANGE COUNTY SANITATION DISTRICT AND THE INTERNATIONAL UNION OF OPERATING ENGINEERS, LOCAL 501 FOR THE OPERATIONS AND MAINTENANCE GROUP Executed: LOCAL 501 ORANGE COUNTY SANITATION DISTRICT Edward J. Curly, Business Manager Steve Filarskf Chief 7 otiator Thomas O'Mahar, President James Herberg, General Manager Blair Brim, B siness Representative Robert P. Ghirelli, Assistant General Manager Gavin Koon, Business Representative Richard Spencer, Human Resources Manager Eddie Baker, Lead Plant Operator Andrew Nau, Principal Human Resources Analyst Jason Biedermann, Mobile Crane Operator Stephanie Good, Human Resources Analyst Luis Gasca, Electrical Tech II Thomas Handy, Senior Plant Operator John Mirkovich, Senior Mechanic Gary Tuiasosopo-Kemper, Lead Plant Operator Roy Handy, Senior Mechanic Local 501 MOU July 1,2014 to June 30,2016 Page 33 EXHIBIT A LOCAL 501 - OPERATIONS AND MAINTENANCE UNIT Effective Effective pay11Jul-14 10Jul-Jul MI Classification GN MAX MIN MAX Automotive/Heavy Equipmt Assistant L0053 $23.49 $28.56 $23.96 $29.13 Automotive/Heavy Equipmt Technician LOC67 $33.19 !IZ 35 $33.85 $41.16 Control Center Technician L0058 $26.57 $32.30 $27.10 $32.95 Electrical Technician I LOC65 $31.60 $38.40 $32.23 $39.17 Electrical Technician II LOC71 $36.63 $44.52 $37.36 $45.41 Facilities Worker/Builder LOC62 $29.35 $35.67 $29.94 $36.38 Facilities Worker/Painter LOC62 $29.35 $35.67 $29.94 $36.38 Instrumentation Technician I LOC65 $31.60 $38.40 $32.23 $39.17 Instrumentation Technician II LOC71 $36.63 $44.52 $37.36 $45.41 Lead Electrical Technician LOC75 $40.45 $49.16 $41.26 $50.14 Lead Facilities Worker LOC66 $32.40 $39.37 $33.05 $40.16 Lead Instrumentation Technician LOC75 $40.45 $49.16 $41.26 $50.14 Lead Mechanic LOC71 $36.63 $44.52 $37.36 $45.41 Lead Plant Operator LOC75 $40.45 $49.16 $41.26 $50.14 Lead Power Plant Operator LOC75 $40.45 $49.16 $41.26 $50.14 Lead Welder/Fabricator LOC71 $36.63 $44.52 $37.36 $45.41 Machinist LOC68 $34.01 $41.34 $34.69 $42.17 Maintenance Worker LOC60 $27.94 $33.96 $28.50 $34.64 Mechanic LOC61 $28.62 $34.78 $29.19 $35.48 Mobile Crane Operator LOC67 $33.19 $40.35 $33.85 $41.16 Operator-In-Training L0058 $26.57 $32.30 $27.10 $32.95 Plant Operator LOC66 $32.40 $39.37 $33.05 $40.16 Power Plant Operator I LOC66 $32.40 $39.37 $33.05 $40.16 Power Plant Operator II LOC71 $36.63 $44.52 $37.36 $45.41 Reliability Maintenance Technician LOC75 $40.45 $49.16 $41.26 $50.14 Senior Mechanic LOC67 $33.19 $40.35 $33.85 $41.16 Senior Plant Operator LOC71 $36.63 $44.52 $37.36 $45.41 Welder/Fabricator LOC67 $33.19 $40.35 $33.85 $41.16 Local 501 MOU July 1,2014 to June 30, 2016 Page 34 ORANGE COUNTY SANITATION DISTRICT Agenda Terminology Glossary Glossary of Terms and Abbreviations AQMD Air Quality Management District ASCE American Society of Civil Engineers BOD Biochemical Oxygen Demand CARB California Air Resources Board CASA California Association of Sanitation Agencies CCTV Closed Circuit Television CEQA California Environmental Quality Act CRWQCB California Regional Water Quality Control Board CWA Clean Water Act CWEA California Water Environment Association EIR Environmental Impact Report EMT Executive Management Team EPA U.S. Environmental Protection Agency FOG Fats, Oils, and Grease FSSD Facilities Support Services Department gpd Gallons per day GWR System Groundwater Replenishment System (also called GWRS) ICS Incident Command System IERP Integrated Emergency Control Plan LOS Level of Service MGD Million gallons per day NACWA National Association of Clean Water Agencies NPDES National Pollutant Discharge Elimination System NWRI National Water Research Institute O&M Operations and Maintenance OCCOG Orange County Council of Governments OCHCA Orange County Health Care Agency OCSD Orange County Sanitation District OCWD Orange County Water District GOBS Ocean Outfall Booster Station OSHA Occupational Safety and Health Administration POTW Publicly Owned Treatment Works ppm Parts per million RFP Request For Proposal RWQCB Regional Water Quality Control Board SARFPA Santa Ana River Flood Protection Agency Glossary of Terms and Abbreviations SARI Santa Ana River Inceptor SARWQCB Santa Ana Regional Water Quality Control Board SAWPA Santa Ana Watershed Project Authority SCADA Supervisory Control and Data Acquisition system SCAP Southern California Alliance of Publicly Owned Treatment Works SCAQMD South Coast Air Quality Management District SOCWA South Orange County Wastewater Authority SSMP Sanitary Sewer Management Plan SSO Sanitary Sewer Overflow SWRCB State Water Resources Control Board TDS Total Dissolved Solids TMDL Total Maximum Daily Load TSS Total Suspended Solids WDR Waste Discharge Requirements WEF Water Environment Federation WERF Water Environment Research Foundation Activated-sludge process — A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen, and consume dissolved nutrients in the wastewater. Benthos— The community of organisms, such as sea stars, worms and shrimp, which live on, in, or near the seabed, also know 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. Biosolids — Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farm land or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements, additional capacity, and projects for the support facilities. Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere used as indicators of sewage pollution. E. coli are the most common bacteria in wastewater. Collections system — In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. Certificate of Participation (COP) —A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. Glossary of Terms and Abbreviations Contaminants of Potential Concern (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. Dilution to Threshold (D!f) — the dilution at which the majority of the people detect the odor becomes the DrT for that air sample. Greenhouse gases — In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse effect"). Groundwater Replenishment (GWR) System — A joint water reclamation project that proactively responds to Southern California's current and future water needs. This joint project between the Orange County Water District and the Orange County Sanitation District provides 70 million gallons a day of drinking quality water to replenish the local groundwater supply. Levels of Service (LOS)—Goals to support environmental and public expectations for performance. NDMA— N-Nitrosodimethylamine is an N-nitrosoamine suspected cancer-causing agent. It has been found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. National Biosolids Partnership (NBP) — An alliance of the National Association of Clean Water Agencies (NACWA) and Water Environment Federation (WEF), with advisory support from the U.S. Environmental Protection Agency (EPA). NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation in order to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. Plume—A visible or measurable concentration of discharge from a stationary source or fixed facility. Publicly-owned Treatment Works (POTW)— Municipal wastewater treatment plant. Santa Ana River Interceptor (SARI) Line — A regional brine line designed to convey 30 million gallons per day (MGD) of non-reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal, after treatment. Sanitary sewer — Separate sewer systems specifically for the carrying of domestic and industrial wastewater. Combined sewers carry both wastewater and urban run-off. South Coast Air Quality Management District (SCAQMD) — Regional regulatory agency that develops plans and regulations designed to achieve public health standards by reducing emissions from business and industry. Secondary treatment — Biological wastewater treatment, particularly the activated-sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater. Sludge—Untreated solid material created by the treatment of wastewater. Total suspended solids (TSS)—The amount of solids floating and in suspension in wastewater. Trickling filter — A biological secondary treatment process in which bacteria and other microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in wastewater as it trickles over them. Glossary of Terms and Abbreviations Urban runoff — Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and oceans. Wastewater—Any water that enters the sanitary sewer. Watershed —A land area from which water drains to a particular water body. OCSD's service area is in the Santa Ana River Watershed.