Loading...
HomeMy WebLinkAbout06-27-2018 Board Meeting Agenda Packet Orange County Sanitation District Wednesday, June 27, 2018 AND 6:00 P.M. Orange County Sanitation District Board Room Financing Corporation 10844 Ellis Avenue Regular Meeting of the Fountain Valley, CA 92708 BOARD OF DIRECTORS 0 (714) 593-7433 AGENDA CALL TO ORDER INVOCATION AND PLEDGE OF ALLEGIANCE (Chad Wanke, City of Placentia) ROLL CALL (Clerk of the Board) DECLARATION OF QUORUM (Clerk of the Board) PUBLIC COMMENTS: If you wish to address the Board of Directors on any item, please complete a Speaker's Form (located at the table outside of the Board Room) and submit it to the Clerk of the Board or notify the Clerk of the Board the item number on which you wish to speak. Speakers will be recognized by the Chairperson and are requested to limit comments to three minutes. SPECIAL PRESENTATIONS: None. REPORTS: The Board Chairperson 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 Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve the minutes of the Regular Meeting of the Board of Directors held on May 23, 2018. 06/27/2018 OCSD Board of Directors Agenda Page 1 of 11 RECEIVE AND FILE: These items require no action; and without objection, will be so ordered by the Board Chair. 2. COMMITTEE MINUTES (Clerk of the Board) RECOMMENDATION: Receive and file the approved minutes of the following committees: A. Steering Committee Meeting of April 25, 2018 B. Operations Committee Meeting of May 2, 2018 C. Administration Committee Meeting of May 9, 2018 D. Legislative and Public Affairs Meeting of May 14, 2018 3. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF MAY 2018 (Lorenzo Tyner) RECOMMENDATION: Receive and file the report of the Investment Transactions for the month of May 2018. OPERATIONS COMMITTEE: 4. NEWHOPE-PLACENTIA TRUNK REPLACEMENT, PROJECT NO. 2-72 (Rob Thompson) RECOMMENDATION: Approve the Sewer Transfer Agreement between the Orange County Sanitation District and the City of Anaheim, conveying existing sewer pipe and appurtenant facilities, located on State College Boulevard to the City of Anaheim, in conjunction with Newhope-Placentia Trunk Replacement, Segment B, Contract No. 2-72B and direct the Clerk of the Board to record the Agreement upon completion of the project. 5. SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126 (Rob Thompson) RECOMMENDATION: A. Award a Construction Contract to CA Construction for the Safety Improvements Program, Contract No. J-126L, for a total amount not to exceed $212,700, to address identified roof safety and fall protection issues; and B. Approve a contingency of$21,270 (10%). 06/27/2018 OCSD Board of Directors Agenda Page 2 of 11 6. LIGHTING SYSTEMS INSPECTIONS, MAINTENANCE, AND REPAIR SERVICES FOR OCCUPIED BUILDINGS (Ed Torres) RECOMMENDATION: A. Approve a Service Contractwith Inter-Pacific, Inc., Specification No. S-2018- 9076D, to provide lighting systems inspections, maintenance, and repair services at Plant Nos. 1 and 2, for one 3-year period from August 1, 2018 through July 31, 2021, for an amount not to exceed $560,200, with one 3- year renewal option; and B. Approve a contingency of$112,040 (20%)for each 3-year contract period. 7. AWARD AN AGREEMENT FOR LIQUID OXYGEN PURCHASE AND ASSOCIATED VAPORIZATION SYSTEM MAINTENANCE — SPECIFICATION NO. C-2018-926BD (Ed Torres) RECOMMENDATION: A. Award a Chemical Supplier Agreement to Airgas USA, LLC for the purchase of liquid oxygen, Specification No. C-2018-92613D, for the period beginning August 21, 2018 through August 20, 2019 for a unit price of $0.2345 per centum cubic feet (ccf) delivered, plus applicable sales tax, for a total estimated annual amount of $404,278; with four (4) one-year renewal options; B. Authorize the General Manager to approve price adjustments based upon indices from Southern California Edison's Rate Time-of-Use (TOU)-8 Base Interruptible Program (BIP) and Bureau of Labor Statistics' Employment Cost Index for subsequent agreement periods; and C. Authorize services related to routine and emergency maintenance of the Orange County Sanitation District's liquid oxygen storage and vaporization equipment for the period beginning August 21, 2018 through August 20, 2019 a total estimated annual amount of $20,000; with four (4) one-year renewal options. 8. PLANT NO. 1 FLEET SERVICES UST LEAK REMEDIATION, PROJECT NO. FE14-05 (Rob Thompson) RECOMMENDATION: Reject the bid from Engineering/Remediation Resources Group, Inc. (ERRG) as "Non-Responsive" due to its failure to comply with the Invitation for Bids requirements. 06/27/2018 OCSD Board of Directors Agenda Page 3 of 11 9. BIOSOLIDS MASTER PLAN, PROJECT NO. PS15-01 (Rob Thompson) RECOMMENDATION: A. Consider, receive, and certify the Final Program Environmental Impact Report forthe Biosolids Master Plan, Project No. PS15-01, dated May 2018; and B. Adopt Resolution No. OCSD 18-07, entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District Certifying the Program Environmental Impact Report for the Biosolids Master Plan, Project No. PS15-01; Adopting a Statement of Facts and Findings; Adopting a Mitigation Monitoring and Reporting Program; and Approving the Biosolids Master Plan, Project No. PS15-01. 10. BIOGAS SCRUBBING PROCESS IMPROVEMENT, PROJECT RE17-02 (Rob Thompson) RECOMMENDATION: A. Approve a sole source Professional Consultant Services Agreement to provide Biogas Scrubber Evaluation, Phase 3 Pilot Testing Services, with Carollo Engineers, Inc. for an amount not to exceed $656,783; B. Approve a contract contingency of$98,517 (15%); and C. Approve a royalty agreement with Carollo Engineers, Inc., to affirm Carollo's obligation to provide the Orange County Sanitation District with 20% of the net revenue from licensing. 11. ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS, CONTRACT NO. FE18-00-XX (Rob Thompson) RECOMMENDATION: A. Approve Annual Professional Design Services Agreements with the following firms for professional engineering design and construction support services commencing July 1, 2018 with a maximum annual fiscal year contract limitation not to exceed $600,000 for each Professional Design Services Agreement: 1. AECOM Technical Services, Inc., Contract No. FE18-00-01 2. Black & Veatch Corporation, Contract No. FE18-00-02 3. Dudek, Contract No. FE18-00-03 4. GHD, Inc., Contract No. FE18-00-04 5. HDR Engineering, Inc., Contract No. FE18-00-05 6. IDS Group Inc., Contract No. FE18-00-06 06/27/2018 OCSD Board of Directors'Agenda Page 4 of 11 7. Infrastructure Engineering Corporation, Contract No. FE18-00-07 8. Michael Baker International, Inc., Contract No. FE18-00-08; and B. Approve two additional one-year optional extensions for each PDSA. 12. HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE REALIGNMENT PROGRAM, PROJECT NO. P1-128 (Rob Thompson) RECOMMENDATION: A. Designate the currently owned property at 18475 Pacific Street and 18484 Bandilier Circle as the preferred location for the Headquarters Building, with a pedestrian bridge to Plant No. 1; and B. Direct staff to re-evaluate options for the rehabilitation or replacement of the Laboratory Building. 13. SLUDGE DEWATERING AND ODOR CONTROL AT PLANT NO. 1, PROJECT NO. P1-101 (Rob Thompson) RECOMMENDATION: Approve a contingency increase of$5,076,400 (4%)to the construction contract with W.M. Lyles Company for Sludge Dewatering and Odor Control at Plant No. 1, Project No. P1-101, for a total contingency of $14,594,400 (11.5%). ADMINISTRATION COMMITTEE: 14. LABORATORY INFORMATION MANAGEMENT SYSTEM (LIMS) UPGRADE AND ENHANCEMENTS (Lorenzo Tyner) RECOMMENDATION: A. Approve a Professional Services Agreement to LabWare for the upgrade of LIMS to the latest version and the implementation of enhancements for facilitating compliance with changing regulations, Specification No. S-2017-893, for a total amount not to exceed $629,000; and B. Approve a contingency of$125,800 (20%). 15. FY 2018-19 USE CHARGES FOR SANTA ANA WATERSHED PROJECT AUTHORITY (Lorenzo Tyner) RECOMMENDATION: Adopt Resolution No. OCSD 18-08, entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District Establishing Use Charges for the 2018-19 Fiscal Year Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana Watershed Project Authority ("SAWPA")." 06/27/2018 OCSD Board of Directors Agenda Page 5 of 11 16. ADOPTION OF INTEGRATED REGIONAL WATER MANAGEMENT PLAN AND MOU (Jim Colston) RECOMMENDATION: A. Adopt The OC Plan for Integrated Regional Water Management in North and Central Orange County dated March 2018; B. Approve participation in a Memorandum of Understanding between the Orange County Sanitation District, the Orange County Water District, and the County of Orange for Integrated Regional Water Management in North and Central Orange County Watershed Management Areas; and C. Authorize staff to submit applications for State Integrated Regional Water Management Grants under California Proposition 1 for projects prioritized within the Plan. 17. GANN APPROPRIATIONS LIMIT FOR FISCAL YEAR 2018-19 (Lorenzo Tyner) RECOMMENDATION: Adopt Resolution No. OCSD 18-09, entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District Establishing the Annual Appropriations Limit for Fiscal Year 2018-19 for the District in accordance with the Provisions of Division 9 of Title 1 of the California Government Code." LEGISLATIVE & PUBLIC AFFAIRS COMMITTEE: None. STEERING COMMITTEE: 18. IRVINE RANCH WATER DISTRICT OUT OF AREA SERVICE FOR LOS ALISOS ADDITION (Rob Thompson) RECOMMENDATION: Adopt Resolution No. OCSD 18-10 entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District supporting Irvine Ranch Water District's Local Agency Formation Commission application to expand Orange County Sanitation District's service boundary to include Portola Hills and Baker Ranch per the May 8, 2017 Agreement with Irvine Ranch Water District." 19. GENERAL MANAGER'S FY 2017-2018 WORK PLAN YEAR-END UPDATE (Jim Herberg) RECOMMENDATION: Receive and File the General Manager's FY 2017-2018 Work Plan Year-End Update. 06/27/2018 OCSD Board of Directors Agenda Page 6 of 11 20. TITLE XVI BUREAU OF RECLAMATION FUNDING OPPORTUNITY FOR EFFLUENT REUSE PROJECT UNDER THE WATER INFRASTRUCTURE IMPROVEMENTS FOR THE NATION (WIIN) ACT (Bob Ghirelli) RECOMMENDATION: Adopt Resolution No. OCSD 18-11 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District approving and authorizing the grant application for the Title XVI Water Recycling Projects under the Water Infrastructure Improvements for the Nation (WIIN) Act including Orange County Sanitation District's Effluent Reuse Project; and the Execution of Grant Documents with the United States Department of the Interior, Bureau of Reclamation." Recess OCSD Board of Directors Meeting. 06/27/2018 OCSD Board of Directors Agenda Page 7 of 11 ORANGE COUNTY SANITATION DISTRICT FINANCING CORPORATION The members of the Orange County Sanitation District Board of Directors are each being compensated $212.50 for the Board Meeting;there is no additional compensation for the Financing Corporation Meeting. CALL TO ORDER: Board of Directors, Orange County Sanitation District Financing Corporation. ROLL CALL: (Secretary of the Financing Corporation) APPROVAL OF MINUTES: FC-1. APPROVAL OF MINUTES (Secretary of the Financing Corporation) If no corrections or amendments are made, the minutes for the meeting held on June 28, 2017 will be deemed approved and be so ordered by the Chair. INFORMATION ITEM: FC-2. ANNUAL STATUS REPORT OF THE ORANGE COUNTY SANITATION DISTRICT FINANCING CORPORATION (Lorenzo Tyner) RECOMMENDATION: Receive and File the Annual Status Report of the Orange County Sanitation District Financing Corporation. Adjourn, Board of Directors, Orange County Sanitation District Financing Corporation. 06/27/2018 OCSD Board of Directors Agenda Page 8 of 11 Reconvene, Board of Directors, Orange County Sanitation District. NON-CONSENT: 21. PROPOSED FY 2018-19 AND 2019-20 BUDGET (Lorenzo Tyner) RECOMMENDATION: Recommend to the Board of Directors to: Approve proposed Operating, Capital, Debt/COP Service, and Self-Insurance Budgets for FY 2018-19 and 2019-20 as follows: 2018-19 2019-20 Net Operations, Maintenance &Working Capital $161,173,160 $160,204,370 Worker's Compensation Self Insurance 760,000 780,000 General Liability and Property Self-Insurance 1,700,000 1,750,000 Net Capital Improvement Program 174,541,876 137,027,258 Debt/COP Service 80,464,000 79,956,000 Intra-District Joint Equity Purchase/Sale(') 3,700,000 3,500,000 TOTAL $ 422.339.036 S 383.217.628 O)Cash to/from Revenue Area 14 (RA14) in exchange for capital assets to/from Consolidated Revenue Area 15 (RA15). AB 1234 DISCLOSURE REPORTS: This item allows Board members to provide a brief oral report regarding the disclosure of outside committees, conferences, training, seminars, etc. attended at the Agency's expense, per Government Code§53232.3(d). CLOSED SESSION: During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chair may convene the Board in closed session to consider matters of pending real estate negotiations,pending or potentiallitigation, or personnel matters,pursuant to Govemment 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) CONFERENCE WITH REAL PROPERTY NEGOTIATORS (Government Code Section 54956.8) Property: 10950 Virginia Cir. Fountain Valley, CA- APN No.156-165-05; 10870 Spencer Ave. Fountain Valley, CA -APN No.156-163-07; 18480 Pacific St. Fountain Valley, CA -APN No.156-165-04; 06/27/2018 OCSD Board of Directors'Agenda Page 9 of 11 18430 Pacific St. Fountain Valley, CA -APN No.156-165-06; 18370 Pacific St. Fountain Valley, CA -APN No.156-165-08; 18429 Pacific St. Fountain Valley, CA -APN No.156-163-09; 18410 Bandilier .Cir. Fountain Valley, CA -APN No.156-163-10; 18368 Bandilier .Cir. Fountain Valley, CA -APN No.156-163-11; 10700 Spencer St. Fountain Valley, CA-APN No.156-163-16; 10700 Spencer Ave. Fountain Valley, CA -APN No.156-154-07; 18386 Mt. Langley St. Fountain Valley, CA-APN No.156-154-06; 18385 Bandilier .Cir. Fountain Valley, CA -APN No.156-163-12; 18401 Bandilier .Cir. Fountain Valley, CA -APN No.156-163-13; 18424 Mt. Langley St. Fountain Valley, CA-APN No.156-154-05; 18435 Bandilier .Cir. Fountain Valley, CA -APN No.156-163-14; 18475 Bandilier .Cir. Fountain Valley, CA -APN No.156-163-15; 10725 Ellis Ave. Fountain Valley, CA -APN No.156-154-04; and 10540 Talbert Ave. Fountain Valley, CA -APN No.156-151-03 Agency negotiators: General Manager, Jim Herberg; Assistant General Manager, Bob Ghirelli; Assistant General Manager, Rob Thompson; Director of Finance and Administrative Services, Lorenzo Tyner and Attorney Gary Weisberg. Negotiating parties: Valley Business Park, APN Nos. 156-165-05, 156-165-06, 156-163-07; DK-USA LLC, APN No.156-165-04; Fountain Valley Industrial Parcel 13, APN No.156-165-08; Sukut Real Properties LLC, APN Nos. 156-163-09, 156-163-10, 156-163-11; The Ins Trust Shabtai, Nevon, APN No. 156-163-16; The Ins Trust, APN No. 156-154-07; Fountain Valley Star LLC, APN No. 156-154-06; TN Sheet Metal Inc., APN No. 156-163-12; 18401 Bandilier LLC, APN No. 156-163-13; Phone Lilly Lin-Lin TR, APN No. 156-154-05; JDK Partners, APN No. 156-163-14; Chandler Real Properties, APN No. 156-163-15; Ellis Avenue LLC, APN No. 156-154-04; and SFII Fountain Valley LLC, APN No. 156-151-03 Under negotiation: Instruction to negotiator will concern price and terms of payment. (2) CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION (Government Code Section 54956.9(d)(1)) Number of Cases: 1 Wesley Bauer v. Orange County Sanitation District, Orange County Superior Court, Central Justice Center, Case No. 30-2017-00956252. RECONVENE IN REGULAR SESSION. 06/27/2018 OCSD Board of Directors Agenda Page 10 of 11 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 Regular Meeting of the Board of Directors on July 25, 2018 at 6:00 p.m. Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations,please contact the Orange County Sanitation District Cleric of the Board's office at(714)593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature ofthe disability and the type of accornmocation requested. Agenda Postino: 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, and on the Sanitation District's website at www.ocsd.com,not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board. Agenda Description: The agenda provides a brief general descrption of each item of business to be considered or discussed. The recommended action does not indicate what action will be taken. The Board of Directors may take any action which is deemed appropriate. NOTICE TO DIRECTORS: To place items an the agenda for a Committee or Board Meeting,items must be submitted to the Cleric of the Board 14 days before the meeting. Kelly A.Lore Clerk of the Board (714)593-7433 klorefa ocsd.com For any questions on the agentla.Committee members may contact staff at: General Manager Jim Herbert; (714)593-7300 iherbemr5tocsd.com Assistant General Manager Bob Ghu lli (714)593-7400 rahirelli(dlocsd.com Assistant General Manager Rob Thompson (714)593-7310 ithomosoMdbcsd.com Director of Environmental Services Jim Colston (714)593-7450 'colston0ocsd.com Director of Finance and Lorenzo Tyner (714)593-7550 INner0orsd.com Administrative Services Director of Human Resources Celia Chandler (714)593-7202 cchandlertaocsd.com Director of Operations&Maintenance Ed Torres 714 593-7080 elorres ocsd.com 06/27/2018 OCSD Board of Directors Agenda Page 11 of l l ITEM NO. 1 Orange County Sanitation District MINUTES BOARD MEETING May 23, 2018 ANITAT� 9 U N 2 ,y t o � ftwowm0i l�NG THE ENV�Q, Administration Building 10844 Ellis Avenue Fountain Valley, California 92708-7018 0 512 312 01 8 Minutes of Board Meeting Page 1 of 15 ROLL CALL A regular meeting of the Board of Directors of the Orange County Sanitation District was called to order by Board Chairman Greg Sebourn on May 23, 2018, at 6:00 p.m., in the Administration Building. Director Teresa Smith delivered the invocation and led the Pledge of Allegiance. The Clerk of the Board declared a quorum present as follows: ACTIVE DIRECTORS ALTERNATE DIRECTORS X Gregory Seboum, Chair Jesus Silva X Denise Barnes Lucille Kring X Allan Bernstein Chuck Puckett X Robert Collacott Robbie Pitts X Ellery Deaton Sandra Massa-Lavitt X James M. Ferryman Bob Ooten Phil Hawkins X Brooke Jones A Steven Jones Kris Beard X Peter Kim Marshall Goodman X Charlie Nguyen Al Krippner X Richard Murphy Warren Kusumoto X Steve Nagel Cheryl Brothers X Glenn Parker Cecilia Hupp X Scott Peotter Brad Avery A Erik Peterson Mike Posey X Tim Shaw Michael Blazey X David Shawver Carol Warren X Fred Smith Virginia Vaughn X Teresa Smith Mark Murphy X Michelle Steel Shawn Nelson A Sal Tinajero David Benavides X Donald Wagner Lynn Schott X Chad Wanke Ward Smith X John Withers Douglas Reinhart Mariellen Yarc X Stacy Berry STAFF MEMBERS PRESENT: Jim Herberg, General Manager; Bob Ghirelli, Assistant General Manager; Rob Thompson, Assistant General Manager; Celia Chandler, Director of Human Resources; Ed Torres, Director of Operations & Maintenance; Jim Colston, Director of Environmental Services; Lorenzo Tyner, Director of Finance & Administrative Services; Kelly Lore, Clerk of the Board; Janine Aguilar; Cindi Ambrose; Bob Bell; Angela Brandt; Jennifer Cabral; Ron Coss; Mike Dorman; Marc Dubois; Dean Fisher; Alfredo Garcia; Tom Grant; Chris Johnson; Randy Kleinman; Tina Knapp; Jeff Mohr; Andrew Nau; Adam Nazaroff; Gary Prater; and Tyler Ramirez. O5/2312018 Minutes of Board Meeting Page 2 of 15 OTHERS PRESENT: Kendra Carney(Assistant General Counsel);Alternate Director Bob Ooten (CMSD); James Clark, Black & Veatch; Natalie Medvedev, and Anni Larkins, Jacobs. PUBLIC COMMENTS: None. SPECIAL PRESENTATIONS: None. REPORTS: Chairman Sebourn announced that two former employees, Barbara Collins and Doug Kanis, and one former Board Member, Willis Huxley Warner, were inducted to the Honor Walk today. He provided a brief the following descriptions of the inductees: Barbara Collins was a founding member of OCSD's Core Values and held true to each and every one of them with a dedication to accuracy and financial savings that has helped raise OCSD to the industry leaders we are today. Doug Kanis was the pioneer behind OCSD's Corrosion Program and set the path for preventative maintenance. Willis Warner served on the Board of Directors from 1947-1960 during the formation of the joint districts. He is most notably remembered for his extensive work on sanitation issues and having the foresight of a plan to provide public sanitary sewage facilities to service the County. Under his leadership, it is said that he garnered support for the purchase of the Joint Outfall System. General Manager Jim Herberg provided a brief report on: The Energy Storage Project at Plant No. 1, the recent appointment of Deputy Clerk of the Board Tina Knapp to the Education and Professional Development Committee of the International Institute of Municipal Clerks (IIMC), and the outreach that has taken place this week in celebration of National Public Works Week. ELECTIONS: 1. NOMINATIONS FOR CHAIRPERSON AND VICE CHAIRPERSON OF THE BOARD OF DIRECTORS (Clerk of the Board) Assistant General Counsel Kendra Carney provided instructions and facilitated the nomination and election process. O5/2312018 Minutes of Board Meeting Page 3 of 15 A. Ms. Carney opened nominations for Chairperson of the Board of Directors (Election to be held at the regular June Board Meeting unless only one candidate is nominated). One nomination was received. With no further nominations, Greg Sebourn was elected as Chairman of the Board of Directors for the 2018/19 term. AYES: Barnes; Bernstein; Berry (Alternate); Collacott; Deaton; Ferryman; B. Jones (Alternate); Kim; R. Murphy; Nagel; Nguyen; Parker; Peotter; Sebourn; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: S. Jones; Peterson; and Tinajero B. Ms. Carney opened nominations for Vice-Chairperson of the Board of Directors (Election to be held at the regular June Board Meeting unless only one candidate is nominated). One nomination was received. With no further nominations, David Shaviver was elected as Vice-Chairman of the Board of Directors for the 2018/19 term. AYES: Barnes; Bernstein; Berry (Alternate); Collacott; Deaton; Ferryman; B. Jones (Alternate); Kim; R. Murphy; Nagel; Nguyen; Parker; Peotter; Sebourn; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanks; and Withers NOES: None ABSTENTIONS: None ABSENT: S. Jones; Peterson; and Tinajero Vice-Chairman Dave Shawver informed the Board of his participation in the recent tour of the GWRS to former Los Angeles Mayor Villaraigosa. CONSENT CALENDAR: 2. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve the minutes of the Regular Meeting of the Board of Directors held on April 25, 2018. AYES: Barnes; Bernstein; Berry (Alternate); Collacott; Deaton; Ferryman; B. Jones (Alternate); Kim; R. Murphy; Nagel; Nguyen; Parker, Peotter, Sebourn; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: S. Jones; Peterson; and Tinajero O5/2312018 Minutes of Board Meeting Page 4 of 15 RECEIVE AND FILE: These items require no action; and without objection, will be so ordered by the Board Chair. 3. COMMITTEE MINUTES (Clerk of the Board) Received and filed the approved minutes of the following committees: A. Steering Committee Meeting of March 28, 2018 B. Operations Committee Meeting of April 4, 2018 C. Legislative and Public Affairs Meeting of April 9, 2018 D. Administration Committee Meeting of April 11, 2018 4. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF APRIL 2018 (Lorenzo Tyner) Received and filed the report of the Investment Transactions for the month of April 2018. OPERATIONS COMMITTEE: 5. ADDENDUM NO. 4 TO FINAL SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT FOR THE FINAL EFFLUENT PUMP STATION ANNEX AND COLLECTION SYSTEM ODOR & CORROSION CONTROL PROGRAM (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Consider, receive, and file the Orange County Sanitation District's Addendum No. 4 to the Supplemental Environmental Impact Report for the Final Effluent Pump Station Annex and Collection System Odor & Corrosion Control Program, dated April 4, 2018, to accommodate odor and add to Adolfo Lopez Pump Station corrosion control chemical addition at the City of Seal Beach. AYES: Barnes; Bernstein; Berry (Alternate); Collacott; Deaton; Ferryman; B. Jones (Alternate); Kim; R. Murphy; Nagel; Nguyen; Parker; Peotter; Sebourn; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; and Wanke NOES: None ABSTENTIONS: Withers ABSENT: S. Jones; Peterson; and Tinajero 6. CAPITAL IMPROVEMENT PROGRAM CONTRACT PERFORMANCE REPORT (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the Capital Improvement Program Contract Performance Report for the period ending March 31, 2018. AYES: Barnes; Bernstein; Berry (Alternate); Collacott; Deaton; Ferryman; B. Jones (Alternate); Kim; R. Murphy; Nagel; O5/2312018 Minutes of Board Meeting Page 5 of 15 Nguyen; Parker; Peotter; Sebourn; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; and Wanke NOES: None ABSTENTIONS: Withers ABSENT: S. Jones; Peterson; and Tinajero 7. UTILITY AGREEMENT WITH ORANGE COUNTY TRANSPORTATION AUTHORITY FOR FRUIT STREET TRUNK SEWER RELOCATION AND MODIFICATION (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Approve a Utility Agreement with Orange County Transportation Authority agreeing to define terms, conditions, and funding obligations regarding the relocation and modification to Fruit Street Trunk Sewer, in the City of Santa Ana, to accommodate the OC Streetcar Project. AYES: Barnes; Bernstein; Berry (Alternate); Collacott; Deaton; Ferryman; B. Jones (Alternate); Kim; R. Murphy; Nagel; Nguyen; Parker; Peotter, Sebourn; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; and Wanke NOES: None ABSTENTIONS: Withers ABSENT: S. Jones; Peterson; and Tinajero 8. ENVIRONMENTAL COMPLIANCE REPORTS (Jim Colston) MOVED, SECONDED, AND DULY CARRIED TO: Receive and file environmental compliance reports: Biosolids Management Compliance Report 2017; Semi-Annual Pretreatment Program Report Fiscal Year 2017, July-December, Annual Greenhouse Gas Emissions Report 2017; Annual Emission Report 2016; and Marine Monitoring Annual Report 2016/2017. AYES: Barnes; Bernstein; Berry (Alternate); Collacott; Deaton; Ferryman; B. Jones (Alternate); Kim; R. Murphy; Nagel; Nguyen; Parker; Peotter; Sebourn; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; and Wanke NOES: None ABSTENTIONS: Withers ABSENT: S. Jones; Peterson; and Tinajero 9. CHANGE ORDER NO. 2 TO BLANKET PURCHASE ORDER NO. 105897-OB, U.S. BANK NATIONAL ASSOCIATION DBA VOYAGER FLEET SYSTEMS, FOR FUEL CARD PROGRAM (Ed Torres) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve Change Order No. 2 to Blanket Purchase Order No. 105897-OB with U.S. Bank National Association dba Voyager Fleet Systems under the State of Washington WSCA-NASPO Commercial Card Solutions Contract O5/2312018 Minutes of Board Meeting Page 6 of 15 Number 00612-Category 2 in the amount of $160,000 for the period February 1, 2017 through December 31, 2018 term, for a total not to exceed $410,000; and B. Approve a contingency increase of $20,500 (5%) for a total contingency amount of$70,500. AYES: Barnes; Bernstein; Berry (Alternate); Collacott; Deaton; Ferryman; B. Jones (Alternate); Kim; R. Murphy; Nagel; Nguyen; Parker; Peotter; Sebourn; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; and Wanke NOES: None ABSTENTIONS: Withers ABSENT: S. Jones; Peterson; and Tinajero 10. INITIAL STUDY AND MITIGATED NEGATIVE DECLARATION FOR GWRS FINAL EXPANSION (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Consider, receive, and file the Orange County Water District Initial Study/Mitigated Negative Declaration; and B. Adopt Resolution No. OCSD 18-05 entitled: "A Resolution of the Board of Directors of Orange County Sanitation District adopting findings with respect to the California Environmental Quality Act in consideration of the Orange County Water District Groundwater Replenishment System Water Conveyance Facilities Project Initial Study/Mitigated Negative Declaration and CEQA-Plus Federal Consultation Review." AYES: Barnes; Bernstein; Berry (Alternate); Collacott; Deaton; Ferryman; B. Jones (Alternate); Kim; R. Murphy; Nagel; Nguyen; Parker, Peotter, Sebourn; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; and Wanke NOES: None ABSTENTIONS: Withers ABSENT: S. Jones; Peterson; and Tinajero 11. CONTRACT FOR THE PURCHASE OF SODIUM HYDROXIDE, SPECIFICATION NO. C-2018-915BD FOR ODOR AND CORROSION CONTROL IN THE COLLECTION SYSTEM (Ed Torres) MOVED, SECONDED, AND DULY CARRIED TO: A. Award a Chemical Supplier Agreement to Brenntag Pacific, Inc., for the purchase of Sodium Hydroxide (Caustic Soda) 50% solution, Specification No. C-2018-9156D,forthe period of July 1, 2018 through June 30, 2019, for a unit price of $684/dry ton, delivered, plus sales tax, for a total estimated annual amount of$967,005 with four (4) one-year renewal options; and B. Approve a unit price contingency of 10%. O5/2312018 Minutes of Board Meeting Page 7 of 15 AYES: Barnes; Bernstein; Berry (Alternate); Collacott; Deaton; Ferryman; B. Jones (Alternate); Kim; R. Murphy; Nagel; Nguyen; Parker, Peotter, Sebourn; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; and Wanks NOES: None ABSTENTIONS: Withers ABSENT: S. Jones; Peterson; and Tinajero ADMINISTRATION COMMITTEE: Committee Chair Wanke pulled Item No. 16 to be heard separately. 12. GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS TO THE PRE-APPROVED OEM SOLE SOURCE LIST (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: A. Receive and file Orange County Sanitation District purchases made under the General Manager's authority for the period of January 1, 2018 to March 31, 2018; and B. Approve the following additions to the pre-approved OEM Sole Source List for the period of January 1, 2018 to March 31, 2018: • DRESSER-RAND/SIEMENS - Assessment and Repairs of Steam Turbines • FLUID COMPONENTS INTERNATIONAL (FCI) - Gas Flowmeters • JOHNSON MATTHEY SEC - Selective Catalytic Reduction (SCR) Catalyst Units • MCCROMETER - McCrometer MW510 Flowmeters • MET-PRO TECHNOLOGIES DBA HEE/DUALL - Trickling Filter Fans • PROMINENT FLUID CONTROLS (PFC)- Process Metering Pumps and Drive Assemblies • RINCON TRUCK CENTER - Diagnostics and Repairs of Diesel Engine Trucks • SMARTCOVER SYSTEMS - Repair, Relocation, and Renewals of SmartCovers • E&M ELECTRIC &MACHINERY dbaWONDERWARE WEST-Historian for SCADA system (Replaces STANDARD AUTOMATION dba WONDERWARE WEST - Name change of an already approved Sole Source vendor) AYES: Barnes; Bernstein; Berry (Alternate); Collacott; Deaton; Ferryman; B. Jones (Alternate); Kim; R. Murphy; Nagel; Nguyen; Parker; Peotter; Sebourn; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: S. Jones; Peterson; and Tinajero 05/23/2018 Minutes of Board Meeting Page 8 of 15 13. REQUEST FOR FUNDING —WASTEWATER FLOW& LOADING STUDY (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Approve the Orange County Sanitation District's on-going participation in the California Association of Sanitation Agencies wastewater Flow and loading study and the Participating Agency Contribution Pledge of$360,149. AYES: Barnes; Bernstein; Berry (Alternate); Collacott; Deaton; Ferryman; B. Jones (Alternate); Kim; R. Murphy; Nagel; Nguyen; Parker, Peotter, Sebourn; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: S. Jones; Peterson; and Tinajero 14. PHYSICAL SECURITY ACCESS SYSTEM UPGRADE (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: A. Authorize an additional $256,165 to purchase order#105299 OB with Maxim Security Systems, Inc. utilizing Eastern Municipal Water District's (EMWD) Cooperative agreement#85939, for a total amount not to exceed $591,165, in accordance with Ordinance No. OCSD47, Section 2.03(B) Cooperative Purchases; and B. Authorize an immediate purchase of hardware, software, and professional services to migrate from Lenel Facility Commander to Lenel OnGuard, for a total amount not to exceed $256,165. AYES: Barnes; Bernstein; Berry (Alternate); Collacott; Deaton; Ferryman; B. Jones (Alternate); Kim; R. Murphy; Nagel; Nguyen; Parker; Peotter; Sebourn; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanks; and Withers NOES: None ABSTENTIONS: None ABSENT: S. Jones; Peterson; and Tinajero 15. CONSOLIDATED FINANCIAL REPORT FOR THIRD QUARTER ENDED MARCH 31, 2018 (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the Orange County Sanitation District Third Quarter Financial Report for the period ended March 31, 2018. AYES: Barnes; Bernstein; Berry (Alternate); Collacott; Deaton; Ferryman; B. Jones (Alternate); Kim; R. Murphy; Nagel; O5/2312018 Minutes of Board Meeting Page 9 of 15 Nguyen; Parker; Peotter; Sebourn; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: S. Jones; Peterson; and Tinajero Item No. 16 pulled and heard separately. 16. SETTLEMENT AGREEMENT FOR CHARGES AND FEES OWED BY ONE INDUSTRIAL WASTEWATER DISCHARGE PERMITTEE (Lorenzo Tyner) Assistant General Counsel Kendra Carney stated that there had been a minor change to the settlement agreement due to a recent payment by the permittee. MOVED. SECONDED, AND DULY CARRIED TO: Approve the 24-month settlement agreement negotiated by the General Manager for the collection of charges owed for sanitary sewer service charges, plus interest of 6.5%, with LSW Enterprises, LLC, in a form approved by General Counsel. AYES: Barnes; Bernstein; Berry (Alternate); Collacott; Deaton; Ferryman; B. Jones (Alternate); Kim; R. Murphy; Nagel; Nguyen; Parker; Peotter, Sebourn; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: S. Jones; Peterson; and Tinajero 17. SELECTION OF DISTRICT'S BANKING SERVICES MANAGER (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: A. Adopt Resolution No. OCSD 18-06, entitled "A Resolution of the Board of Directors of the Orange County Sanitation District, Authorizing the Establishment of Miscellaneous Banking Accounts, Establishing Policies Governing the Transactions Related Thereto, and Designating Employees to Act on the District's Behalf for Said Accounts; and Repealing Resolution No. OCSD 98-24"; and B. Approve the selection of Banc of California to provide comprehensive banking and cash management. The Agreement will continue until either party to the agreement provides at least sixty (60) days advance written notice of their intent to terminate to the other party. AYES: Barnes; Bernstein; Berry (Alternate); Collacott; Deaton; Ferryman; B. Jones (Alternate); Kim; R. Murphy; Nagel; Nguyen; Parker; Peotter, Sebourn; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; and Withers NOES: None O5/2312018 Minutes of Board Meeting Page 10 of 15 ABSTENTIONS: None ABSENT: S. Jones; Peterson; and Tinajero 18. TEMPORARY EMPLOYMENT SERVICES (Celia Chandler) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve Service Contracts for Temporary Employment Services, Specification No. S-2018-929BD, for a 13-month period (June 1, 2018 through June 30, 2019)for a total amount not to exceed $1,429,400 with four (4) one-year annual renewal options (12-months) to the following: HB Staffing: General Staffing 22-nd Century Technologies Inc.: General Staffing Material and Contract Services Inc.: Contract Services Staff Today Inc.: General Staffing Harvest Technical Services Inc.: Engineering, Technical Staffing Project Partners Inc.: Engineering, Technical Staffing SoftHQ: General Staffing Advanced Resources LLC: General Staffing Diskriter Inc.: General Staffing B. Approve an annual contingency of$142,940 (10%); and C. Authorize the General Manager to add or remove staffing firms from the available pool as needed to meet work requirements identified bythe Human Resources Department. AYES: Barnes; Bernstein; Berry (Alternate); Collacott; Deaton; Ferryman; B. Jones (Alternate); Kim; R. Murphy; Nagel; Nguyen; Parker; Peotter; Sebourn; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: S. Jones; Peterson; and Tinajero 19. 2018-19 OPERATIONAL PROPERTY-LIABILITY INSURANCE RENEWALS (Celia Chandler) MOVED, SECONDED, AND DULY CARRIED TO: Approve not-to-exceed numbers, as follows, with the understanding that the Orange County Sanitation District's insurance broker will continue to negotiate with insurers to seek the lowest possible premiums prior to the expiration date of the current major insurance policies: Excess liability insurance not to exceed $507,045. • Property and Boiler& Machinery not to exceed $847,800. Earthquake insurance not to exceed $83,179. O5/2312018 Minutes of Board Meeting Page 11 of 15 • Excess workers compensation insurance-a rate of$0.3153 per$100 of payroll, not to exceed $220,000. AYES: Barnes; Bernstein; Berry (Alternate); Collacott; Deaton; Ferryman; B. Jones (Alternate); Kim; R. Murphy; Nagel; Nguyen; Parker, Peotter, Sebourn; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: S. Jones; Peterson; and Tinajero LEGISLATIVE & PUBLIC AFFAIRS COMMITTEE: None. STEERING COMMITTEE: 20. IRVINE RANCH WATER DISTRICT SOLIDS AGREEMENT EXTENSION (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Approve Amendment No. 2 to the Agreement for Transfer of Wastewater Solids Residuals between the Irvine Ranch Water District (As Successor to County Sanitation District No. 14) and Orange County Sanitation District, transferring solids from Irvine Ranch Water District's Michelson Water Recycling Plant to the Orange County Sanitation District Wastewater System and reimbursing the Orange County Sanitation District for its costs, in a form approved by General Counsel. AYES: Barnes; Bernstein; Berry (Alternate); Collacott; Deaton; Ferryman; B. Jones (Alternate); Kim; R. Murphy; Nagel; Nguyen; Parker; Peotter; Sebourn; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: S. Jones; Peterson; and Tinajero Director Tinajem arrived at the meeting at 6:26 p.m. NON-CONSENT: 21. NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT, CONTRACT NOS. 2-72B & 2-72C (Rob Thompson) Late communication received from Jeffrey S. Hurst, Esq., Monteleone & McCrory and a responsive letter from Kendra Carney, Woodruff, Spradlin & Smart, were provided to the Directors and made available to the public. O5/2312018 Minutes of Board Meeting Page 12 of 15 Chair Sebourn asked for public comments and Jeffrey S. Hurst, representing Trautwein Construction, spoke in opposition of the recommended award to Group OHL USA, Inc. Assistant General Manager Rob Thompson provided a PowerPoint presentation regarding the project logistics and bidding process. Mr. Thompson and Assistant General Counsel Kendra Carney responded to questions from the Directors regarding the qualifications and clarification of the bidding process. MOVED. SECONDED, AND DULY CARRIED TO: A. Receive and file Addendum to the 1999 OCSD Strategic Plan Program Environmental Impact Report for additional project analysis for the Newhope-Placentia Trunk Sewer Replacement, Contract No. 2-726; B. Receive and file Bid Tabulation and Recommendation for Newhope-Placentia Trunk Sewer Replacement, Contract Nos. 2-72B & 2-72C; C. Receive and file Orange County Sanitation District's March 28, 2018 Notice of Intent to Award; D. Receive and file Award Protest from W.A. Rasic Construction dated April 4, 2018, concerning the award to OHL USA, Inc., dba Group OHL USA, Inc.; E. Receive and file letter from Trautwein Construction, Inc. dated April 6, 2018, concerning the Sanitation District's determination that the bid submitted by Trautwein Construction, Inc. was non-responsive; F. Receive and file letter from OHL USA, Inc., dba Group OHL USA, Inc., dated April 10, 2018, responding to the W.A. Rasic Construction Award Protest; G. Receive and file letter from Pulice Construction, Inc. dated April 10, 2018, responding to the W.A. Rasic Construction Award Protest; H. Receive and file Orange County Sanitation District's response to Trautwein Construction, Inc. dated April 30, 2018; I. Reject low bid from Trautwein Construction, Inc. as non-responsive; J. Receive and file Orange County Sanitation District's determination letter dated May 1, 2018; K. Deny Award Protest Tiled by W. A. Rasic Construction; L. Award a Construction Contract to Group OHL USA, Inc. for Newhope-Placentia Trunk Sewer Replacement, Contract Nos. 2-72B & 2-72C, for a total amount not to exceed $58,242,000; and M. Approve a contingency amount of$3,785,730 (6.50%). AYES: Barnes; Bernstein; Berry (Alternate); Collacott; Deaton; Ferryman; B. Jones (Alternate); Kim; R. Murphy; Nagel; Nguyen; Parker; Seboum; Shaw; Shawver, F. Smith; T. Smith; Steel; Tinajero; Wagner; Wanke; and Withers NOES: Peotter ABSTENTIONS: None ABSENT: S. Jones and Peterson O5/2312018 Minutes of Board Meeting Page 13 of 15 22. SECOND READING OF PROPOSED PURCHASING ORDINANCE NO. OCSD-52 (Lorenzo Tyner) Director of Finance and Administrative Services Lorenzo Tyner provided a brief update to the item and noted that additional information had been provided to the agenda report. Director Steel thanked staff for responding to her questions and requests for additional information this week. She went on to say, for the record, that contrary to what other board members had stated, that she had not been able to locate the information she had requested in previous agenda packet material. MOVED. SECONDED, AND DULY CARRIED TO: A. Motion to read Ordinance No. OCSD-52 by title only and waive reading of said entire Ordinance; B. Adopt Ordinance No. OCSD-52, 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-47"; and C. Direct the Clerk of the Board to publish summaries of the Ordinance as required by law. AYES: Barnes; Bernstein; Berry (Alternate); Collacott; Deaton; Ferryman; B. Jones (Alternate); Kim; R. Murphy; Nagel; Nguyen; Parker, Peotter; Sebourn; Shaw; Shawver; F. Smith; T. Smith; Steel; Tinajero; Wagner; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: S. Jones and Peterson AB 1234 DISCLOSURE REPORTS: Director Ferryman reported on the recent NWRI meeting. Director Steel and Director Withers departed the meeting at 6:53 p.m. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTION 54956.8: The Board convened in closed session at 6:53 p.m. to discuss one item. Confidential minutes of the Closed Session have been prepared in accordance with the above Government Code Section and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session Meetings. RECONVENED IN REGULAR SESSION: The Board reconvened in regular session at 6:58 p.m. O5/2312018 Minutes of Board Meeting Page 14 of 15 CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: Assistant General Counsel Kendra Carney did not provide a report. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: At 6:59 p.m., Chair Seboum adjourned the meeting until the Regular Meeting of the Board of Directors to be held on June 27, 2018 at 6:00 p.m. Submitted by: Kelly A. Lore, MMC Clerk of the Board O5/2312018 Minutes of Board Meeting Page 15 of 15 ITEM NO. 2 MINUTES OF THE STEERING COMMITTEE Orange County Sanitation District Wednesday, April 25, 2018 at 5:00 p.m. A regular meeting of the Steering Committee of the Orange County Sanitation District was called to order by Chair Sebourn on Wednesday, April 25, 2018 at 5:02 p.m. in the Administration Building of the Orange County Sanitation District. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Greg Sebourn, Board Chair Jim Herberg, General Manager David Shawver, Board Vice-Chair Bob Ghirelli, Assistant General Manager Chad Wanke, Administration Committee Rob Thompson, Assistant General Chair Manager Ellery Deaton, Member-At-Large Celia Chandler, Director of Human Tim Shaw, Member-At-Large Resources Donald Wagner, Member-At-Large Jim Colston, Director of Environmental Services COMMITTEE MEMBERS ABSENT: Ed Torres, Director of Operations & John Withers, Operations Committee Maintenance Chair Lorenzo Tyner, Director of Finance & Administrative Services Kelly Lore, Clerk of the Board Janine Aguilar Jennifer Cabral Cliff Casanova AI Garcia Tom Grant Tina Knapp Mark Manzo Jeff Mohr Andrew Nau Tiffany Nguyen OTHERS PRESENT: Brad Hogin, General Counsel Gary Weisberg, Assistant General Counsel James Finete, Savage Finete, APLC 04/25/2018 Steering Committee Minutes Page 1 of 4 PUBLIC COMMENTS: No public comments were provided. REPORTS: Chair Sebourn announced that the Orange County Sanitation District and the Orange County Water District had recently won the Grand Prize for "Environmental Communications for the Groundwater Replenishment System Bottled Water Communications Campaign" from the American Academy of Environmental Engineers and Scientists. General Manager Herberg did not provide a report. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the Regular Meeting of the Steering Committee held on March 28, 2018. AYES: Deaton; Sebourn, Shaw; Shawver; Wagner; and Wanke NOES: None ABSTENTIONS: None ABSENT: Withers NON-CONSENT: 2. TEMPORARY EMPLOYMENT SERVICES (Celia Chandler) Director of Human Resources Celia Chandler provided a brief overview of this item and responded to questions from the Committee. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Authorize the General Manager to increase the current Temporary Employment Services (Specification No.CS-2009-421BD) funding of $1.187,190 by $80,000 with temporary service firms for a new total amount not to exceed $1,267,190 for the remainder of the fiscal year (through June 30, 2018). AYES: Deaton; Sebourn, Shaw; Shawver; Wagner; and Wanke NOES: None ABSTENTIONS: None ABSENT: Withers 04/25/2018 Steering Committee Minutes Page 2 of 4 3. SELECTION OF 2018 HONOR WALK RECIPIENTS (Jim Herberg) Mr. Herberg introduced Public Affairs Supervisor Jennifer Cabral who provided an introduction to the item and provided information on each of the nominated recipients. MOVED. SECONDED, AND DULY CARRIED TO: A. Approve nominated former employees Barbara Collins and Doug Kanis as Honor Walk brick recipients for the year 2018. B. Approve former Board Member Willis H. Warner as Honor Walk brick recipient for the year 2018. AYES: Deaton; Sebourn, Shaw; Shawver; Wagner; and Wanke NOES: None ABSTENTIONS: None ABSENT: Withers INFORMATION ITEMS: None. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS 54956.8, 54956.9(d)(1) & 54956.9(2): The Committee convened in closed session at 5:12 p.m. to discuss three items. Supplemental Item No. CS-4 was not heard. Confidential minutes of the Closed Sessions have been prepared in accordance with the above Government Code Sections and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session Meetings. RECONVENED IN REGULAR SESSION: The Committee reconvened in regular session at 6:01 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Brad Hogin did not provide a report. 04/25/2018 steering Committee Minutes Page 3 of OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: Chair Sebourn declared the meeting adjourned at 6:01 p.m. to the next Steering Committee meeting to be held on Wednesday, May 23, 2018 at 5:00 p.m. Submitted by: el A. re, MC CI rk of e Board 04/25/2018 Steering Committee Minutes Page 4 of 4 MINUTES OF THE OPERATIONS COMMITTEE Orange County Sanitation District Wednesday, May 2, 2018, 5:00 p.m. A regular meeting of the Operations Committee was called to order by Committee Vice- Chair Deaton on Wednesday, May 2, 2018 at 5:00 p.m. in the Administration Building. Director Brooke Jones led the Flag Salute. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Ellery Deaton, Vice-Chair Jim Herberg, General Manager Denise Barnes Bob Ghirelli, Assistant General Manager Allan Bernstein Rob Thompson, Assistant General Manager Robert Collacott Celia Chandler, Director of Human Resources Brooke Jones (Alternate) Jim Colston, Director of Environmental Services Steve Jones Ed Torres, Director of Operations & Maintenance Scott Peotter Lorenzo Tyner, Director of Finance & Doug Reinhart (Alternate) Administrative Services Fred Smith Tina Knapp, Deputy Clerk of the Board Mariellen Yarc Bob Bell Greg Sebourn, Board Chair Jennifer Cabral David Shawver, Board Vice-Chair Ron Coss Mike Dorman COMMITTEE MEMBERS ABSENT: Mark Esquer Tim Shaw Dean Fisher Michelle Steel Alfredo Garcia Cortney Light Mark Manzo Kathy Millea Jeff Mohr Adam Nazaroff Ddaze Phuong Eros Yong OTHERS PRESENT: Brad Hogin, General Counsel Bob Ooten, Alternate Director, CMSD PUBLIC COMMENTS: None. 05/02=8 Operations Committee Minutes Page t of REPORT OF COMMITTEE CHAIR: Committee Vice-Chair Deaton did not provide a report. REPORT OF GENERAL MANAGER: General Manager Jim Herberg reminded the Committee of the Honor Walk Ceremony on May 23 at 4:00 p.m. Mr. Herberg also reminded Committee Members scheduled for sexual harassment AS 1661 training of the date of the training, May 16. Mr. Herberg concluded his report with an update on Assembly Bill (AB) 2003 (Daly), which is the legislation sponsored by OCSD pertaining to modifying bid advertising requirements, and indicated that the bill will be heard on May 9 by the Assembly Local Government Committee. Mr. Herberg indicated that Director Bernstein will be attending the hearing on AS 2003 to speak on OCSD's behalf. CONSENT CALENDAR: Item No. 4 was pulled from the Consent Calendar for a separate discussion and vote. 1. APPROVAL OF MINUTES (Clerk of the Board) Deputy Clerk of the Board Tina Knapp indicated a change to the recorded vote for Item No. 6 in the minutes from April 4, 2018. MOVED. SECONDED. and DULY CARRIED TO: Approve Minutes of the April 4, 2018 Operations Committee Meeting. AYES: Barnes, Bernstein, Collacott, Deaton, B. Jones (Alternate), S. Jones, Peotter, Sebourn, Shawver, F. Smith, and Yarc NOES: None ABSTENTIONS: None ABSENT: Reinhart (Alternate), Shaw, and Steel 2. ADDENDUM NO. 4 TO FINAL SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT FOR THE FINAL EFFLUENT PUMP STATION ANNEX AND COLLECTION SYSTEM ODOR & CORROSION CONTROL PROGRAM (Rob Thompson) MOVED SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Consider, receive, and file the Orange County Sanitation District's Addendum No. 4 to the Supplemental Environmental Impact Report for the Final Effluent Pump Station Annex and Collection System Odor & Corrosion Control Program, dated April 4, 2018, to add to the Adolfo Lopez Pump Station odor and corrosion control chemical facilities in the City of Seal Beach. AYES: Barnes, Bernstein, Collacott, Deaton, B. Jones (Alternate), S. Jones, Peotter, Sebourn, Shawver, F. Smith, and Yarc NOES: None 05/02/2018 Operations Committee Minutes Page 2 of 7 ABSTENTIONS: None ABSENT: Reinhart (Alternate), Shaw, and Steel 3. CAPITAL IMPROVEMENT PROGRAM CONTRACT PERFORMANCE REPORT (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file the Capital Improvement Program Contract Performance Report for the period ending March 31, 2018. AYES: Barnes, Bernstein, Collacott, Deaton, B. Jones (Alternate), S. Jones, Peotter, Sebourn, Shawver, F. Smith, and Yarc NOES: None ABSTENTIONS: None ABSENT: Reinhart (Alternate), Shaw, and Steel 5. ENVIRONMENTAL COMPLIANCE REPORTS (Jim Colston) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file environmental compliance reports: Biosolids Management Compliance Report 2017; Semi-Annual Pretreatment Program Report Fiscal Year 2017, July-December; Annual Greenhouse Gas Emissions Report 2017;Annual Emission Report 2017;and Marine Monitoring Annual Report 201612017. AYES: Barnes, Bernstein, Collacott, Deaton, B. Jones (Alternate), S. Jones, Peotter, Sebourn, Shawver, F. Smith, and Yarc NOES: None ABSTENTIONS: None ABSENT: Reinhart (Alternate), Shaw, and Steel 6. CHANGE ORDER NO. 2 TO BLANKET PURCHASE ORDER NO. 105677-OB WITH GARRATT CALLAHAN TO PROVIDE VARIOUS CHEMICALS THAT CONDITION BOILER WATER (Ed Torres) MOVED. SECONDED. and DULY CARRIED TO: Ratify Change Order No. 2 to Blanket Purchase Order 105677-OB with Garratt Callahan, providing chemicals to condition boiler water, for the period July 1, 2016 through June 30, 2018, for an additional amount of$33,000, for a total amount not to exceed $128,000. AYES: Barnes, Bernstein, Collacott, Deaton, B. Jones (Alternate), S. Jones, Peotter, Sebourn, Shawver, F. Smith, and Yarc NOES: None ABSTENTIONS: None ABSENT: Reinhart (Alternate), Shaw, and Steel C5,322c16 Operations Committee Minutes Page 3 of 7 7. CHANGE ORDER NO. 2 TO BLANKET PURCHASE ORDER NO. 105897-OB, U.S. BANK NATIONAL ASSOCIATION DBA VOYAGER FLEET SYSTEMS, FOR FUEL CARD PROGRAM (Ed Torres) MOVED. SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve Change Order No. 2 to Blanket Purchase Order No. 105897-OB with U.S. Bank National Association dba Voyager Fleet Systems under the State of Washington WSCA-NASPO Commercial Card Solutions Contract Number 00612-Category 2 in the amount of $160,000 for the period February 1, 2017 through December 31, 2018 term, for a total not to exceed $410,000; and B. Approve a contingency increase of $20,500 (5%) for a total contingency amount of$70,500. AYES: Barnes, Bernstein, Collacott, Deaton, B. Jones (Alternate), S. Jones, Peotter, Sebourn, Shawver, F. Smith, and Yarc NOES: None ABSTENTIONS: None ABSENT: Reinhart (Alternate), Shaw, and Steel 8. QUARTERLY ODOR COMPLAINT REPORT (Ed Torres) MOVED. SECONDED. and DULY CARRIED TO: Receive and file the Fiscal Year 2017/18 Third Quarter Odor Complaint Summary. AYES: Barnes, Bernstein, Collacott, Deaton, B. Jones (Alternate), S. Jones, Peotter, Sebourn, Shawver, F. Smith, and Yarc NOES: None ABSTENTIONS: None ABSENT: Reinhart (Alternate), Shaw, and Steel Item No. 4 pulled for a separate discussion and vote. 4. UTILITY AGREEMENT WITH ORANGE COUNTY TRANSPORTATION AUTHORITY FOR FRUIT STREET TRUNK SEWER RELOCATION AND MODIFICATION (Rob Thompson) Due to a conflict of interest, General Counsel Brad Hogin recused himself and exited the Board Room during the discussion of this item. Board Chair Sebourn indicated concerns pertaining to language in the agreement that was not as he believed per the three-party Letter of Intent dated October 11, 2017 regarding quitclaim of OCSD's interest in the Fruit Street Trunk Sewer. Assistant General Manager Rob Thompson provided detailed background information for this item and addressed Board Chair Sebourn's concerns. 0 5/0 212 01 8 Operation Committee Minutes Page 4 of 7 MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Approve a Utility Agreement with Orange County Transportation Authority agreeing to define terms, conditions, and funding obligations regarding the relocation and modification to Fruit Street Trunk Sewer, in the City of Santa Ana, to accommodate the OC Streetcar Project. AYES: Barnes, Bernstein, Collacott, Deaton, B. Jones (Alternate), S. Jones, Peotter, Sebourn, Shawver, F. Smith, and Yarc NOES: None ABSTENTIONS: None ABSENT: Reinhart (Alternate), Shaw, and Steel NON-CONSENT CALENDAR: 9. INITIAL STUDY AND MITIGATED NEGATIVE DECLARATION FOR GWRS FINAL EXPANSION (Rob Thompson) Engineering Manager Kathy Millea provided an oral presentation on this item, providing background information about the item. MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Consider, receive, and file the Orange County Water District Initial Study/Mitigated Negative Declaration; and B. Adopt Resolution No. OCSD 18-XX entitled: "A Resolution of the Board of Directors of Orange County Sanitation District adopting findings with respect to the California Environmental Quality Act in consideration of the Orange County Water District Groundwater Replenishment System Water Conveyance Facilities Project Initial Study/Mitigated Negative Declaration and CEQA-Plus Federal Consultation Review." AYES: Barnes, Bernstein, Collacott, Deaton, B. Jones (Alternate), S. Jones, Peotter, Sebourn, Shawver, F. Smith, and Yarc NOES: None ABSTENTIONS: None ABSENT: Reinhart (Alternate), Shaw, and Steel Alternate Director Doug Reinhart arrived at 5:20 p.m. 10, CONTRACT FOR THE PURCHASE OF SODIUM HYDROXIDE, SPECIFICATION NO. C-2018-915BD FOR ODOR AND CORROSION CONTROL IN THE COLLECTION SYSTEM (Ed Torres) Director of Operations and Maintenance Ed Torres provided an oral presentation on this item, providing background information about the purchase. 0 510 212 01 8 Operations Committee Minutes Page 5 of MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Award a Chemical Supplier Agreement to Brenntag Pacific, Inc., for the purchase of Sodium Hydroxide (Caustic Soda) 50% solution, Specification No. C-2018-91513D, for the period of July 1, 2018 through June 30, 2019, for a unit price of$684/dry ton, delivered, plus sales tax,for a total estimated annual amount of$967,005 with four (4) one-year renewal options; and B. Approve a unit price contingency of 10%. AYES: Barnes, Bernstein, Collacott, Deaton, B. Jones (Alternate), S. Jones, Peotter, Reinhart (Alternate), Sebourn, Shawver, F. Smith, and Yarc NOES: None ABSTENTIONS: None ABSENT: Shaw and Steel INFORMATION ITEMS: 11. ORANGE COUNTY SANITATION DISTRICT COLLECTIONS, OPERATIONS, AND MAINTENANCE OF OCSD FACILITIES (Ed Torres) Engineering Manager Mark Esquer provided a PowerPoint presentation for this item, which included an overview of the OCSD sewer program, OCSD staff structure, monitoring and sampling, odor control dosing, benefits of continuous liquid treatment in collections, and an overview of tools, equipment, and processes used in the field to maintain the facilities. 12. CAPITAL IMPROVEMENT PROGRAM UPDATE FOR FY 2018-19 (Rob Thompson) Ms. Millea provided a PowerPoint presentation on this item that included FY 2017-18 CIP Highlights and Performance, Projected FY 2018-19 Net CIP Outlays by Project Phase and Driver, 10-Year and 20-Year Net CIP Outlay, and FY 2018-19 CIP Highlights. Director Steve Jones departed the meeting at 5:58 p.m. DEPARTMENT HEAD REPORTS: Mr. Torres reported on electrical needs of the Sanitation District and the critical nature of the diesel generators. Mr. Torres indicated that the Sanitation District is in the process of testing the generators with plant-wide power outages, the first of which was very successful today at Plant No. 2. A plant-wide power outage is planned for Plant No. 1 next week. Additional measures to test plant operability to enhance reliability and competency of staff and assets are planned for the future. 05/02/2018 Operations Committee Minutes Page 6 of 7 Mr. Thompson reported that due to the timing of protests made on the bid process for Project No. 2-72 (Newhope-Placentia Trunk Sewer Replacement), the award of this item will be brought directly to the Board of Directors in lieu of first being presented to the Operations Committee. A presentation on this item and information pertaining to the protests will be made to the full Board in the near future. CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT Committee Vice-Chair Deaton declared the meeting adjourned at 6:03 p.m. to the next scheduled meeting of Wednesday, June 6, 2018 at 5:00 p.m. Submitted by, Tina Knapp, CMC Deputy Clerk of the Board 05102=18 Operations Committee Minutes Page 7 of 7 MINUTES OF THE ADMINISTRATION COMMITTEE Orange County Sanitation District Wednesday, May 9, 2018 at 5:00 P.M. A regular meeting of the Administration Committee of the Orange County Sanitation District was called to order by Committee Chairman Wanks on May 9, 2018 at 5:04 p.m. in the Administration Building of the Orange County Sanitation District. Committee Chairman Wanke led the Flag Salute. A quorum was declared present as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Chad Wanke, Chairman Bob Ghirelli, Assistant General Manager Donald P. Wagner, Vice-Chairman Rob Thompson, Assistant General Manager James Ferryman Celia Chandler, Director of Human Resources Peter Kim Ed Torres, Director of Operations & Richard Murphy Maintenance Steve Nagel Lorenzo Tyner, Director of Finance & Charlie Nguyen Administrative Services Glenn Parker Kelly Lore, Clerk of the Board Erik Peterson Janine Aguilar Teresa Smith Jennifer Cabral Sal Tinajero Rod Collins Greg Sebourn, Board Chairman Mark Esquer David Shawver, Board Vice-Chairman Al Garcia Line Hsiao COMMITTEE MEMBERS ABSENT: Randall Kleinman None Chris Johnson Laura Maravilla Jeff Mohr Andrew Nau Tyler Ramirez Roya Sohanaki John Swindler OTHERS PRESENT: Kendra Carney, Assistant General Counsel Dennis Mulqueeney, Alliant PUBLIC COMMENTS: None Obm9rzu ie Administration Committee Minutes Page t of 8 REPORTS: Assistant General Manager Bob Ghirelli reminded the Committee of the Honor Walk Ceremony on May 23 at 4:00 p.m. Mr. Ghirelli also reminded Committee Members scheduled for sexual harassment AB 1661 training of the date of the training, May 16, Mr. Ghirelli concluded his report with an update on Assembly Bill (AB) 2003 (Daly), which is the legislation sponsored by OCSD pertaining to modifying bid advertising requirements, indicated that the bill will be heard on May 9 by the Assembly Local Government Committee, and stated that Director Bernstein will be attending the hearing to speak on OCSD's behalf. Committee Chair Wanke did not provide a report. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the April 11, 2018 Administration Committee Meeting. AYES: Ferryman, Kim, Murphy; Nagel, Nguyen, Parker, Peterson; Sebourn, T. Smith, Tinajero, and Wanke NOES: None ABSTENTIONS: None ABSENT: Shawver and Wagner 2, IBM TIVOLI MAXIMO AND WEBSPHERE (ENTERPRISEONE) ANNUAL SUBSCRIPTION AND SUPPORT (Lorenzo Tyner) MOVED. SECONDED, AND DULY CARRIED TO: A. Approve an Annual Purchase Order Contract with Dataskill, Inc. for the Renewal of Software Licensing and Maintenance Agreement for IBM Maximo and WebSphere, for an amount not to exceed $167,676; and B. Approve a contingency of$16,768 (10%). AYES: Ferryman, Kim, Murphy; Nagel, Nguyen, Parker, Peterson; Sebourn, T. Smith, Tinajero, and Wanke NOES: None ABSTENTIONS: None ABSENT: Shawverand Wagner 3. GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS TO THE PRE-APPROVED OEM SOLE SOURCE LIST (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: 05/09/2018 Administration Committee Minutes Page 2 of 8 A. Receive and file Orange County Sanitation District purchases made under the General Manager's authority for the period of January 1, 2018 to March 31, 2018; and B. Approve the following additions to the pre-approved OEM Sole Source List for the period of January 1, 2018 to March 31, 2018: • DRESSER-RAND/SIEMENS - Assessment and Repairs of Steam Turbines • FLUID COMPONENTS INTERNATIONAL (FCI) - Gas Flowmeters • JOHNSON MATTHEY SEC - Selective Catalytic Reduction (SCR) Catalyst Units • MCCROMETER - McCrometer MW510 Flowmeters • MET-PRO TECHNOLOGIES DBA HEE/DUALL -Trickling Filter Fans • PROMINENT FLUID CONTROLS (PFC)-Process Metering Pumps and Drive Assemblies • RINCON TRUCK CENTER - Diagnostics and Repairs of Diesel Engine Trucks • SMARTCOVER SYSTEMS - Repair, Relocation, and Renewals of SmartCovers • E&M ELECTRIC & MACHINERY dba WONDERWARE WEST - Historian for SCADA system (Replaces STANDARD AUTOMATION dba WONDERWARE WEST - Name change of an already approved Sole Source vendor) AYES: Ferryman, Kim, Murphy; Nagel, Nguyen, Parker, Peterson; Sebourn, T. Smith, Tinajero, and Wanke NOES: None ABSTENTIONS: None ABSENT: Shawver and Wagner 4. REQUEST FOR FUNDING —WASTEWATER FLOW & LOADING STUDY (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve the Orange County Sanitation District's on-going participation in the California Association of Sanitation Agencies wastewater Flow and loading study and the Participating Agency Contribution Pledge of$360,149. AYES: Ferryman, Kim, Murphy; Nagel, Nguyen, Parker, Peterson, Sebourn, T. Smith, Tinajero, and Wanke NOES: None ABSTENTIONS: None ABSENT: Shawver and Wagner Board Vice-Chairman Shawverarrived at the meeting at 5:11 p.m. Ow/ 018 ACministra0on Commi eMinutes Page 3&8 NON-CONSENT: Committee Chair Wanke called Item No. 10 out of order. Director Wagner arrived at5:21 p.m. Board Chairman Seboum departed the meeting at 5:21 p.m. 10. 2018-19 OPERATIONAL PROPERTY-LIABILITY INSURANCE RENEWALS (Celia Chandler) Director of Human Resources Celia Chandler provided a brief introduction to the item and then introduced Alliant Vice-President Dennis Mulqueeney who provided an informative PowerPoint presentation and responded to questions regarding the negotiation strategies and the not-to-exceed numbers proposed. MOVED. SECONDED. AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve not-to-exceed numbers, as follows, with the understanding that the Orange County Sanitation District's insurance broker will continue to negotiate with insurers to seek the lowest possible premiums prior to the expiration date of the current major insurance policies: • Excess liability insurance not to exceed $507,045. • Property and Boiler& Machinery not to exceed $847,800. • Earthquake insurance not to exceed $83,179. • Excess workers compensation insurance - a rate of $0.3153 per $100 of payroll, not to exceed $220,000. AYES: Ferryman, Kim, Murphy; Nagel, Nguyen, Parker, Peterson; Shawver, T. Smith, Tinajero, Wanke, and Wagner NOES: None ABSTENTIONS: None ABSENT: Sebourn 5. PHYSICAL SECURITY ACCESS SYSTEM UPGRADE (Lorenzo Tyner) Director of Finance and Administrative Services Lorenzo Tyner and IT Manager John Swindler each provided a brief overview and described the necessity of the item. MOVED. SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Authorize an additional $256,165 to purchase order #105299 OB with Maxim Security Systems, Inc. utilizing Eastern Municipal Water District's (EMWD) Cooperative agreement#85939, for a total amount not to exceed $591,165, in accordance with Ordinance No. OCSD-47, Section 2.03(B) Cooperative Purchases; and 05M92018 AdministraWn Committee Minutes Page 4 of 8 B. Authorize an immediate purchase of hardware, software, and professional services to migrate from Lenel Facility Commander to Lenel OnGuard, for a total amount not to exceed $256,165. AYES: Ferryman, Kim, Murphy; Nagel, Nguyen, Parker, Peterson; Shawver, T. Smith, Tinajero, Wanke, and Wagner NOES: None ABSTENTIONS: None ABSENT: Sebourn 6, CONSOLIDATED FINANCIAL REPORT FOR THIRD QUARTER ENDED MARCH 31, 2018 (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file the Orange County Sanitation District Third Quarter Financial Report for the period ended March 31, 2018, AYES: Ferryman, Kim, Murphy, Nagel, Nguyen, Parker, Peterson; Shawver, T. Smith, Tinajero, Wanke, and Wagner NOES: None ABSTENTIONS: None ABSENT: Sebourn 7. SETTLEMENT AGREEMENT FOR CHARGES AND FEES OWED BY ONE INDUSTRIAL WASTEWATER DISCHARGE PERMITTEE (Lorenzo Tyner) Mr. Tyner provided a brief history of the actions leading up to the proposed agreement and responded to questions regarding operational support, possible escrow account, and the transfer of ownership and their financial status. MOVED. SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve the 24-month settlement agreement negotiated by the General Manager for the collection of charges owed for sanitary sewer service charges, plus interest of 6.5%, with LSW Enterprises, LLC, in a form approved by General Counsel. AYES: Ferryman, Kim, Murphy; Nagel, Nguyen, Parker, Peterson; Shawver, T. Smith, Tinajero, Wanke, and Wagner NOES: None ABSTENTIONS: None ABSENT: Sebourn 8. SELECTION OF DISTRICT'S BANKING SERVICES MANAGER (Lorenzo Tyner) Mr. Tyner provided information into the selection of the proposed services manager and responded briefly to questions from the Committee. 05/09/2018 Adminisbtion Committee Minutes Page 5 of 8 MOVED. SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Adopt Resolution No. OCSD 18-XX, entitled "A Resolution of the Board of Directors of the Orange County Sanitation District, Authorizing the Establishment of Miscellaneous Banking Accounts, Establishing Policies Governing the Transactions Related Thereto, and Designating Employees to Act on the District's Behalf for Said Accounts; and Repealing Resolution No. OCSD 98-24"; and B. Approve the selection of Banc of California to provide comprehensive banking and cash management. The Agreement will continue until either party to the agreement provides at least sixty (60) days advance written notice of their intent to terminate to the other party. AYES: Ferryman, Kim, Murphy, Nagel, Nguyen, Parker, Peterson; Shawver, T. Smith, Tinajero, Wanke, and Wagner NOES: None ABSTENTIONS: None ABSENT: Seboum 9. TEMPORARY EMPLOYMENT SERVICES (Celia Chandler) Ms. Chandler provided a brief update of the item and responded to questions regarding: evaluation of additional staffing needs; controls; cooperative agreements; and adding FTE's versus temporary agreements. Director of Operations and Maintenance Ed Torres also responded to questions regarding the qualifications required and training provisions (OSHA) prior to coming to work at OCSD. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve Service Contracts for Temporary Employment Services, Specification No. S-2018-929BD, for a 13-month period (June 1, 2018 through June 30, 2019) for a total amount not to exceed $1,429,400 with four(4) one-year annual renewal options (12-months) to the following: HB Staffing: General Staffing 22ntl Century Technologies Inc.: General Staffing Material and Contract Services Inc.: Contract Services Staff Today Inc.: General Staffing Harvest Technical Services Inc.: Engineering, Technical Staffing Project Partners Inc.: Engineering, Technical Staffing SoftHQ: General Staffing Advanced Resources LLC: General Staffing Diskriter Inc.: General Staffing B. Approve an annual contingency of$142,940 (10%); and o6/ gnol8 Administration Committee Minutes PeW6&8 C. Authorize the General Manager to add or remove staffing firms from the available pool as needed to meet work requirements identified by the Human Resources Department. AYES: Ferryman, Kim, Murphy, Nagel, Nguyen, Parker, Peterson; Shawver, T. Smith, Tinajero, Wanke, and Wagner NOES: None ABSTENTIONS: None ABSENT: Sebourn Director Kim departed the meeting at 6:04 p.m. INFORMATION ITEMS: 11- CAPITAL IMPROVEMENT PROGRAM UPDATE FOR FY 2018-19 (Rob Thompson) Engineering Manager Jeff Mohr provided an informative PowerPoint presentation on the item that included: FY 2017-18 CIP Highlights and Performance, Projected FY 2018-19 Net CIP Outlays by Project Phase and Driver, 10-Year and 20-Year Net CIP Outlay, and FY 2018-19 CIP Highlights. Mr. Mohr and Assistant General Manager Rob Thompson responded to questions. 12. ORANGE COUNTY SANITATION DISTRICT COLLECTIONS, OPERATIONS, AND MAINTENANCE OF OCSD FACILITIES (Ed Torres) Engineering Manager Mark Esquer provided a PowerPoint presentation which included an overview of the OCSD sewer program; OCSD staff structure; monitoring and sampling; odor control dosing; benefits of continuous liquid treatment in collections, and an overview of tools, equipment, and processes used in the field to maintain the facilities. DEPARTMENT HEAD REPORTS: None. CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. 05109122018 Adounist ation Connotes Minutes Page 7 of 8 ADJOURNMENT: Committee Chair Wanke declared the meeting adjourned at 627 p.m.to the next regularly scheduled meeting of Wednesday, June 13, 2018 at 5:00 p.m. Submitted by: Ke y re, MMC CI rk o t e Board o5/O aiB Adminmtration Committee MmWes Page 8 a 8 MINUTES OF THE LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE Orange County Sanitation District Monday, May 14, 2018 at 12:00 p.m. A meeting of the Legislative and Public Affairs Committee was called to order by Chair Sebourn on Monday, May 14, 2018 at 12:01 p.m. in the Administration Building of the Orange County Sanitation District. Director Kim led the pledge of allegiance. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Greg Sebourn, Board Chair Bob Ghirelli, Assistant General Manager David Shawver, Board Vice-Chair Rob Thompson, Assistant General Manager Allan Bernstein, Member-At-Large Celia Chandler, Director of Human Resources Peter Kim, Member-At-Large Jim Colston, Director of Environmental Services John Withers, Member-At-Large Lorenzo Tyner, Director of Finance & Administrative Services COMMITTEE MEMBERS ABSENT: Tina Knapp, Deputy Clerk of the Board Donald P. Wagner, Member-At-Large Kathryn Beechinor Chad Wanks, Member-At-Large Jennifer Cabral Tanya Chong Cory Coogan Daisy Covarrubias Mark Kawamoto Rebecca Long Kelly Lore Kelly Newell Tyler Ramirez Roya Sohanaki OTHERS PRESENT: Brad Hogin, General Counsel Eric Sapirstein, ENS Resources (via teleconference) Eric O'Donnell, Townsend Public Affairs Cori Williams, Townsend Public Affairs PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Board Chair Sebourn did not provide a report. 0 511 412 01 8 Legislative and Public Affairs Committee Minutes Page t of REPORT OF GENERAL MANAGER: Assistant General Manager Bob Ghirelli did not provide a report. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED. SECONDED. and DULY CARRIED TO: Approve minutes for the Committee meeting held on April 9, 2018. AYES: Bernstein, Kim, Sebourn, Shawver, and Withers NOES: None ABSTENTIONS: None ABSENT: Wagner and Wanke NON-CONSENT CALENDAR: 2. SUPPORT ASSEMBLY BILL 1933 (Bob Ghirelli) Mr. Ghirelli provided background information pertaining to this item and Chair Sebourn read the letter of support. MOVED. SECONDED. and DULY CARRIED TO: Approve letter of support for Assembly Bill 1933 — Greenhouse Gas Reduction Fund: recycling infrastructure projects (Maienschein). AYES: Bernstein, Kim, Sebourn, Shawver, and Withers NOES: None ABSTENTIONS: None ABSENT: Wagner and Wanks INFORMATION ITEMS: 3. LEGISLATIVE AFFAIRS UPDATE (Rebecca Long) Rebecca Long, Senior Public Affairs Specialist, introduced Eric Sapirstein, ENS Resources, who updated the Committee on the following items: Washington, DC lobby days held in April; WIFIA program; WRDA, including potential support from Congressman Lowenthal for amendments of interest to OCSD; and the current and next year's budget and infrastructure. The Committee inquired as to the interest rate of WIFIA loans and whether or not these might be of interest to OCSD. Staff indicated that these loan opportunities will be reviewed as to if OCSD will consider pursuing this funding. In response to a question from the Committee, Mr. Sapirstein indicated that at this time no OCSD action is needed in response to the recisions to the budget. 0 5/1 412 01 8 Legislative and Public Affairs Committee Minutes Page 20f4 Eric O'Donnell, Townsend Public Affairs(TPA), provided an informative PowerPoint presentation that began with reviewing the upcoming key dates and deadlines of the 2018 legislative session; an update on California WaterFix plans; long term water conservation regulations; and an update on bill status activity, specifically mentioning that there has not been any recent activity on SB 623 (Monning) and that SB 831 (Wieckowski) has been amended to remove the ban on connection and capacity fees. Cori Williams, TPA, concluded the presentation by providing an update on Assembly Bill (AB) 2003 (Daly), indicating that the legislation was pulled from the Assembly Local Government Committee calendar and outlining the concerns of the Assembly Local Government Committee that included transparency, public participation, legal ramifications, and precedent setting. Ms. Williams also reviewed what next steps might be for the future of this legislation and answered questions from the Committee regarding the next steps and data collected for substantiation of the need for this legislation. Director Withers indicated that he feels that continued efforts pertaining to this legislation exceed the potential cost savings to OCSD. Board Chair Sebourn expressed an interest in transitioning efforts made by OCSD thus far to another organization like the California Special Districts Association (CSDA) or California Association of Sanitation Agencies (CASA). Board Vice-Chair Shawver indicated the importance of OCSD's involvement in issues that directly affect the public. Board Chair Sebourn requested that staff reach out to partner agencies, including CSDA and CASA, and evaluate the interest in pursuing this legislation collectively. OCSD would continue to take the lead but the partner agencies would involve all of their member agencies to garner support. Staff indicated this item will be further researched and brought back to the Committee at a future meeting. 4. BACKGROUND INFORMATION ON MICROPLASTICS PRESENTATION (Jim Colston) Mr. Ghirelli provided background information pertaining to this item and indicated that this presentation was requested during the Committee's prior discussion of AB 2379 — Waste management of polyester microfiber (Bloom). Mr. Ghirelli introduced Engineering Supervisor Mark Kawamoto who provided an informative PowerPoint presentation on microplastics that included a definition of microplastics and where they come from, plastics waste management and gyre (large system of rotating ocean currents), why microplastics are of concern, impacts of plastics and microplastics, and how microplastics make their way from clothing to the environment to the food chain. In response to a question from the Committee, Mr. Kawamoto indicated he was unsure as to whether or not microplastics are tested for after treatment through the GWRS; however, Director of Environmental Services Jim Colston indicated staff will follow up on this question and that the Sanitation District is very efficient in removing microplastics. Director Withers indicated it might be of interest to estimate the quantity of microplastics removed from the GWRS through the levels of treatment and market this good news. Board Chair Sebourn expressed an 0 511 4/2 01 8 Legislative and Public Aflain Cammieee Minutes Page 3 of interest in the Sanitation District further studying microplastics and the impact of such to not only the Sanitation District's plants, but to the environment. Mr. Ghirelli indicated that other organizations have studied microplastics and that the Sanitation District could use this research as a foundation for further study. Board Chair Sebourn expressed an interest in specifically understanding the effects of microplastics in and on our service area. Director Kim inquired as to whether or not this discussion affects the Sanitation District's position on AB 2379 (Bloom)to which Board Chair Sebourn indicated that the position might be modified depending on further study. Public Affairs Supervisor Jennifer Cabral indicated that CASA is researching ocean contamination in response to SB 1263 and that collaboration with CASA may be an additional resource pertaining to this discussion. 5. PUBLIC AFFAIRS UPDATE (Jennifer Cabral) Ms. Cabral gave an overview of the recent tours provided to influential public and future events at which the Sanitation District will have representation. Ms. Cabral also reminded the Committee of the Honor Walk ceremony on May 23 at 4:00 p.m. Ms. Cabral also reported on awards recently received by the Sanitation District. Ms. Cabral also indicated that the Sanitation District will be the largest battery storage facility in the world once implemented, which will mean the Sanitation District will decrease the amount of electricity purchased. Ms. Cabral reported that Mayor Villaraigosa will be touring the GWRS on Thursday, May 17 at 1:00 p.m. and requested direction as to who to invite from the Board Chair/Committee. Board Vice-Chair Shawver indicated he will attend and it was decided that members of this Committee and the Steering Committee should be invited to attend. Ms. Cabral reported that she will be speaking at the CSDA Conference at the General Manager's Summit in June on transparency as a result of the Little Hoover Commission report and distributed the recent CSDA magazine that included an article co-authored by Ms. Cabral. Ms. Cabral indicated that staff will also send the article electronically to the Committee. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None ADJOURNMENT: Chair Sebourn declared the meeting adjourned at 1:24 p.m. to the next Legislative and Public Affairs Committee meeting. Monday, June 11, 2018 at 12:00 p.m. Submitted by: T G4 N r—� I jl Tina Knapp, CMC " Deputy Clerk of the Board O51142018 Legislative and Pd..ic Affairs Committee Minutes Page 4 of 4 BOARD OF DIRECTORS Meeting Date To Bd.of Dir. -- 06/27/la AGENDA REPORT emNamber Item 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF MAY 2018 GENERAL MANAGER'S RECOMMENDATION Receive and file the report of the Investment Transactions for the month of May 2018. BACKGROUND The CA Government Code requires that a monthly report of investment transactions be provided to the legislative body. Attached is the monthly report of investment transactions for the month ended May 31, 2018. RELEVANT STANDARDS CA Government Code Section 53607 PRIOR COMMITTEE/BOARD ACTIONS N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following affachment(s)is included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: Report of the Investment Transactions for the month ended May 31, 2018 Page 1 of 1 U.S. Bank Transaction History 05/01/2018 Thru 05/31/2018 ACQUISITIONS 05/01/2018 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 28,525.0000 1.000000 -28,525.00 28,525.00 0.00 05/02/2018 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 20.830.6900 1.000000 -20,830.69 20,830.69 0.00 05/0212018 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 26,948.7400 1.000000 -26,948.74 26,948.74 0.00 05/0312018 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 59,929.3800 1.000000 59,929.38 59,929.38 0.00 05/07/2018 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 8,000,000.0000 1.000000 -8.000,000.00 8.000,000.00 0.00 05/07/2018 46625HJR2 PURCHASED PAR VALUE OF JPMORGAN CHASE CO 2.350% 1128119/J.P.MORGAN 1,000,000.0000 0.998810 -998,810.00 998,810.00 0.00 SECURITIES LLC/1,000,000 PAR VALUE AT 99.881 % 05/09/2018 06371ERK5 PURCHASED PAR VALUE OF BANK OF MONTREAL C D 1.750%11/13/18/MLPFS 1,000,000.0000 0.996265 -996,264.73 996,264.73 0.00 INC/FIXED INCOME/1,000,000 PAR VALUE AT 99.626473% 05/09/2018 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 10,000,000.0000 1.000000 -10.000,000.00 10.000,000.00 0.00 05109/2018 89233HJE5 PURCHASED PAR VALUE OF TOYOTA MOTOR CREDIT CO C P 9114/181DBTC 1,500,000.0000 0.991716 -1,487,573.33 1,487,573.33 0.00 AMERICAS/COMMERCIAL PAPER/1,500,000 PAR VALUE AT 99.17155533% 05/10/2018 89233111 PURCHASED PAR VALUE OF TOYOTA MOTOR CREDIT CO C P 9/10/18/DBTC 8,000,000.0000 0.992039 -7.936,313.33 7.936,313.33 0.00 AMERICAS/COMMERCIAL PAPER/8,000,000 PAR VALUE AT 99.20391662% 05110/2018 912828S68 PURCHASED PAR VALUE OF U S TREASURY NT 0.750% 7131/18 A'VELLS FARGO 5,000,000.0000 0.997578 4,987,890.63 4,987,890.63 0.00 SECURITIES,LLC/5,000,000 PAR VALUE AT 99.7578126% 05/11/2018 369550BE7 PURCHASED PAR VALUE OF GENERAL DYNAMICS 3.000% 5111/21 /WELLS FARGO 3,160,000.0000 0.993050 -3.138,038.00 3.138,038.00 0.00 SECURITIES,LLC/3,160,000 PAR VALUE AT 99.305% 05/14/2018 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 7,524,659.3800 1.000000 -7,524,659.38 7,524,659.38 0.00 05/1412018 86958JRH4 PURCHASED PAR VALUE OF SVENSKA HANDLSBN C D 1.545% 7/13/18/RBC 2,000,000.0000 0.999150 -1,998,300.00 1,998,300.00 0.00 CAPITAL MARKETS,LLC/2,000,000 PAR VALUE AT 99.915% 05/14/2018 89113XUZ5 PURCHASED PAR VALUE OF TORONTO DOMINION C D 2.150% 1/24/19/RBC 1,000.000.0000 0.997312 -997,312.00 997,312.00 0.00 CAPITAL MARKETS,LLC/1,000,000 PAR VALUE AT 99.7312% 05/15/2018 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 4,401,331.2500 1.000000 -4,401,331.25 4,401,331.25 0.00 05/15/2018 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 2,250.0000 1.000000 -2,250.00 2,250.00 0.00 05/15/2018 31846VS67 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 1,017.755.4900 1.000000 -1.017,755.49 1.017,755.49 0.00 05/16/2018 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 27,304.4600 1.000000 -27,304.46 27,304.46 0.00 05/16/2018 40428HPUO PURCHASED PAR VALUE OF HSBC USA INC 2.000% 8/07/18/PERSHING 1,000,000.0000 0.999360 -999,360.00 999,360.00 0.00 1113/1,000,000 PAR VALUE AT 99.936% 05/16/2018 45950KCA6 PURCHASED PAR VALUE OF INTL FINANCE CORP 1.750% 9/04/18 NYELLS FARGO 1,500.000.0000 0.998910 -1,498,365.00 1.498,365.00 0.00 SECURITIES,LLC/1,500,000 PAR VALUE AT 99.891 % 05/17/2018 44932HAH6 PURCHASED PAR VALUE OF IBM CREDIT CORP 3.000% 2/06/23/US BANCORP 1,005,000.0000 0.979110 -984,005.55 984,005.55 0.00 INVESTMENTS INC11,005,000 PAR VALUE AT 97.911 % 05/17/2018 4581XOBRB PURCHASED PAR VALUE OF INTER AMER DEV BK 1.750% 8/24/18/RBC CAPITAL 1,500.000.0000 0.999115 -1.498,672.50 1.498,672.50 0.00 MARKETS,LL011,500,000 PAR VALUE AT 99,9115% 1 Of 9 U.S. Bank Transaction History 05/01/2018 Thru 05/31/2018 Post Data 05/1712018 74005PB1-16 PURCHASED PAR VALUE OF PRAXAIR INC 1.250%11/07/18/PERSHING 705,000.0000 0.994360 -701,023.80 701,023.80 0.00 LLC/705,000 PAR VALUE AT 99A36% 05/18/2018 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 1,006,500.0000 1.000000 -1,006,500.00 1,006,500.00 0.00 05/1812018 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 90,063.4800 1.000000 -90,063.48 90,063.48 0.00 05/21/2018 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 200,989.9300 1.000000 -200,989.93 200,989.93 0.00 O5/2412018 31846VS67 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 1,500,000.0000 1.000000 -1.500,000.00 1.500,000.00 0.00 05/24/2018 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 5,000,000.0000 1.000000 -5,000,000.00 5.000,000.00 0.00 05125/2018 912796PM5 PURCHASED PAR VALUE OF U S TREASURY BILL W8118/MORGAN STANLEY 8,000,000.0000 0.998418 -7,987,344.44 7,987,344.44 0.00 &CO.LLC/8,000,000 PAR VALUE AT 99.8418055% 05/25/2018 96121T6G8 PURCHASED PAR VALUE OF WESTPAC BIKING C D 2.060%11/01/18/J.P.MORGAN 1,000,000.0000 0.998657 -998,657.01 998,657.01 0.00 SECURITIES LLC/1,000,000 PAR VALUE AT 99.865701 % 05/29/2018 00440EAP2 PURCHASED PAR VALUE OF ACE INA HOLDINGS 2.700% 3113123 MELL5 FARGO 2,000,000.0000 0.968500 -1,937,000.00 1,937,000.00 0.00 SECURITIES,U Cl2,000,000 PAR VALUE AT 96.85% 05/30/2018 313385YO3 PURCHASED PAR VALUE OF F H L B DISC NTS/GOLDMAN SACHS&CO. 8,500,000.0000 0.998616 -8.488,232.22 8.488,232.22 0.00 LLC/8,500,000 PAR VALUE AT 99.86155553% 05130/2018 43814UAG4 PURCHASED PAR VALUE OF HONDA AUTO 3,010% 5118122 IBARCLAYS 1,710,000.0000 0.999978 -1,709,962.72 1,709,962.72 0.00 CAPITAL INC.FIXED IN/1,710,000 PAR VALUE AT 99.99781988% O5/3112018 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 2,036,098.4900 1.000000 -2.036,098.49 2.036,098.49 0.00 O5131/2018 912828R69 PURCHASED PAR VALUE OF U S TREASURY NT 1.625% 5131/23/GOLDMAN 5,000,000.0000 0.951445 4,757,226.56 4.757,226.56 0.00 SACHS&CO.LLC15,000,000 PAR VALUE AT 95.1445312% 05/31/2018 912828568 PURCHASED PAR VALUE OF U S TREASURY NT 0.750% 7/31118/J.P.MORGAN 6,000,000.0000 0.998164 -5,988,994.38 5,988,994.38 0.00 SECURITIES LLC/6,000,000 PAR VALUE AT 99.81640633% TOTAL ACQUISITIONS 101,523,188.2900 -101.032.522.49 101,032,522.49 0.00 DISPOSITIONS 05/07/2018 31846V567 SOLD UNITS OF FIRST AM DOW OR FD CL Z -1,005,272.5000 1.000000 1,005,272,50 -1,005,272,50 000 05107/2018 89233HE75 MATURED PAR VALUE OF TOYOTA MOTOR CREDIT CO C P 5/07/18 8,000,000 PAR -8,000,000.0000 1.000000 7,980,680.00 -7,980,680.00 0.00 VALUE AT 100% 05/09/2018 313385W P7 MATURED PAR VALUE OF F H L B DISC NTS 5109/1810,000,000 PAR VALUE AT -10,000,000.0000 1.000000 9.993,563.89 -9.993,563.89 0.00 100% 05/09/2018 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CLZ -2,493,803.3400 1.000000 2,493,803.34 -2,493,803.34 0.00 05/10/2018 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CLZ -4,998,146.1500 1.000000 4.998,146.15 3,998,146.15 0.00 O5110/2018 31946V567 SOLD UNITS OF FIRST AM GOVi OB FD CLZ -2,936.313.3300 1.000000 2.936,313.33 -2.936,313.33 0.00 05/10/2018 459515WO1 MATURED PAR VALUE OF IFC DISC NTS 5/10/18 5,000,000 PAR VALUE AT -5,000,000.0000 1.000000 5,000,000.00 4,996,840.28 3,159.72 100% 05/11/2018 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -3,138,038.0000 1.000000 3.138,038.00 J,138,038.00 0.00 2 of U.S. Bank Transaction History 05/01/2018 Thru 05/31/2018 Post Date CUSIP Id Explanation Units Pflm. Net Cash Annt Cost Gain1L.ss 05/14/2018 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -3,028,241.1700 1.000000 3,028,241.17 -3,028,241.17 000 05/14/2018 459053WU4 MATURED PAR VALUE OF INTL BK DISC NTS 5114/187.500,000 PAR VALUE AT -7,500,000.0000 1.000000 7.500,000.00 -7.494,050.00 5,950.00 100% 05/15/2018 084664HE0 MATURED PAR VALUE OF BERKSHIRE HATH 5.400% 51151181,000,000 PAR -1,000,000.0000 1.000000 1,000,000.00 -1,016,250.00 -16,250.00 VALUE AT 100% 05/15/2018 3133TCE95 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 3.445% 8/15132 -1,121.5500 0.000000 1,121.55 -1.122.72 -1 A7 05/15/2018 31348SWZ3 PAID DOWN PAR VALUE OF F H L M C#786064 3.426% 1/01/28 APRIL FHLMC -16.0300 0.000000 16.03 -15.64 0.39 DUE 5115118 05/15/2018 43814QAC2 PAID DOWN PAR VALUE OF HONDA AUTO 1.390% 4/15120 -116,729.4000 0.000000 116,729.40 -116,727.14 2.26 05/15/2018 46625HJL5 MATURED PAR VALUE OF JPMORGAN CHASE CO 1.625% 51151181,250,000 PAR -1,250,000.0000 1.000000 1.250,000.00 -1.249,525.00 475.00 VALUE AT 100% 05/15/2018 47787XAH3 PAID DOWN PAR VALUE OF JOHN DEERE OWNER 1.500%10/15/19 -154,787.8800 0.000000 154,787.88 -154,787.26 0.62 05/15/2018 47788BABO PAID DOWN PAR VALUE OF JOHN DEERE OWNER 1.590% 4/15/20 -120,141.5200 0.000000 120,141.52 -120,131.08 10.44 05/15/2018 47788MAC4 PAID DOWN PAR VALUE OF JOHN DEERE OWNER 1.360% 4115120 -174,021.0600 0.000000 174,021.06 -173,993.67 27.39 05/15/2018 654747ABO PAID DOWN PAR VALUE OF NISSAN AUTO 1.470% 1/15/20 -100,852.0800 0.000000 100,852.08 -100,851.57 0.51 05/15/2018 65478VAD9 PAID DOWN PAR VALUE OF NISSAN AUTO 1.320% 1/15/21 -119,935.5800 0.000000 119,935.58 -118,975.16 960.42 05/15/2018 65478WAB1 PAID DOWN PAR VALUE OF NISSAN AUTO 1.070% 5/15119 -134,859.5100 0.000000 134,859.51 -134,854.20 5.31 05/15/2018 857477AK9 MATURED PAR VALUE OF STATE STREET CORP 1.350% 5115/182,100.000 PAR -2,100,000.0000 1.000000 2.100,000.00 -2.096,898.00 3,102.00 VALUE AT 100% 05/16/2018 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -2,508,475.0000 1.000000 2,508,475.00 -2,508,475.00 0.00 05/16/2018 3837H4NX9 PAID DOWN PAR VALUE OF G N M A GTD REMIC 2.397% 2116/30 -1,022.0300 0.000000 1,022.03 -1,022.03 0.00 05/17/2018 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -2,205,993.1700 1.000000 2.205,993.17 -2.205,993.17 0.00 05/17/2018 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -945,068.4600 1.000000 945,068.46 -945,068.46 0.00 05/18/2018 43814PAB6 PAID DOWN PAR VALUE OF HONDA AUTO 1,570% 1121/20 -85,961.8000 0.000000 85,961.80 -85,954.16 7.64 05/18/2018 58933YAGO MATURED PAR VALUE OF MERCK CO INC 1.300% 5/18/18 1,000,000 PAR VALUE -1,000,000.0000 1.000000 1,000,000.00 -998,880.00 1,120.00 AT 100% 05/21/2018 36225CAZ9 PAID DOWN PAR VALUE OF G N M A 11#080023 3.125%12/20/26 APRIL GNMA -183.7500 0.000000 183.75 -186.79 -3.04 DUE 5/20/18 05/21/2018 36225CC20 PAID DOWN PAR VALUE OF G N M A I I#080088 2.625% 6120/27 APRIL GNMA -203.4600 0.000000 203.46 -207.91 -4.45 DUE 5/20/18 05/21/2018 36225CN28 PAID DOWN PAR VALUE OF G N M A I I#080408 2.625% 5120/30 APRIL GNMA 410.8400 0.000000 410.84 -406.67 4.17 DUE 5120/18 05/21/2018 36225CNM4 PAID DOWN PAR VALUE OF G N M A I I#080395 2.625% 4/20/30 APRIL GNMA -64.8300 0.000000 64.83 -64.24 0.59 DUE 5120118 05/21/2018 36225DCBB PAID DOWN PAR VALUE OF G N M A I I#080965 2.750% 7120/34 APRIL GNMA -1,544.1900 0.000000 1,544.19 -1,543.22 0.97 DUE 5/20/18 30f9 U.S. Bank Transaction History 05/01/2018 Thru 05/31/2018 Post Date CUSIP to Explanation Units Price Not Cash Amt Cost GainlLoss 05/21/2018 43814TAB8 PAID DOWN PAR VALUE OF HONDA AUTO 1.420% 7/22/19 -141,127.9500 0.000000 141,127.95 -141,124.58 3.37 05/24/2018 69372BEO9 MATURED PAR VALUE OF PACCAR FINANCIAL CORP C P 5/24/18 1,500,000 PAR -1,500,000.0000 1.000000 1.493,293.75 -1.493,293.75 0.00 VALUE AT 100% 05/24/2018 693726EO9 MATURED PAR VALUE OF PACCAR FINANCIAL CORP C P 5/24/18 5,000,000 PAR -5,000,000.0000 1.000000 4,977,645.83 4,977,645.83 0.00 VALUE AT 100% O5/2512018 31371NUC7 PAID DOWN PAR VALUE OF F N M A#257179 4.500% 4101/28 APRIL FNMA DUE -202.8700 0.000000 202.87 -214.55 -11.68 5125/18 05/25/2018 31376KT22 PAID DOWN PAR VALUE OF F N M A#357969 5.000% 9101135 APRIL FNMA DUE -2,772.2800 0.000000 2,772.28 -2,980.20 -207.92 5/25/18 05/25/2018 31381PDA3 PAID DOWN PAR VALUE OF F N M A#466397 3.400%11/01/20 APRIL FNMA DUE -700.5700 0.000000 700.57 -685.41 15A6 5/25/18 OM512018 3138EG6F6 PAID DOWN PAR VALUE OF F N M A#AL0869 4.500% 6101129 APRIL FNMA DUE -232.0800 0.000000 232.08 -245.45 -13.37 5125/18 05/25/2018 31394JY35 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 6.500% 9/25143 -7,262.4200 0.000000 7,262.42 -8,224.69 -962.27 O5/2512018 31397QREO PAID DOWN PAR VALUE OF F N M A GTD REMIC 1.113% 2/25/41 -4,453.9500 0.000000 4,453.95 4,452.56 1.39 05/25/2018 31403DJZ3 PAID DOWN PAR VALUE OF F N M A#745580 5,000% 6101136 APRIL FNMA DUE -1,586.8300 0.000000 1,586.83 -1,705.84 -119.01 5/25/18 05/25/2018 31403GXF4 PAID DOWN PAR VALUE OF F N M A#748678 5.000%10/01/33 APRIL FNMA DUE -11.0800 0.000000 11.08 -11.91 -0.83 5125/18 05/25/2018 31406POY8 PAID DOWN PAR VALUE OF F N M A#815971 5,000% 3101135 APRIL FNMA DUE 4,712.9900 0.000000 4,712.99 -5,066.46 -353.47 5/25/18 05/25/2018 31406XWT5 PAID DOWN PAR VALUE OF F N M A#823358 3.481% 2101/35 APRIL FNMA DUE -478.6800 0.000000 478.68 -474.94 3.74 5/25/18 05/25/2018 31407BXH7 PAID DOWN PAR VALUE OF F N M A#826080 5,000% 7101135 APRIL FNMA DUE -83.4700 0.000000 83.47 -89.73 -6.26 5125/18 05/25/2018 31410F4V4 PAID DOWN PAR VALUE OF F N M A#888336 5.000% 7101/36 APRIL FNMA DUE 4,029.3400 0.000000 4,029.34 4,331.54 -302.20 5125/18 05125/2018 31417YAY3 PAID DOWN PAR VALUE OF F N M A#MA0022 4.500% 4/01/29 APRIL FNMA -321.0600 0.000000 321.06 -339.55 -18.49 DUE 5/25/18 05/25/2018 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -1,005,180.3400 1.000000 1.005,180.34 -1.005,180.34 0.00 O512512018 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -7,947.245.5400 1.000000 7.947,245.54 -7.947,245.64 0.00 05/29/2018 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -1,948,400.0000 1.000000 1,948,400.00 -1,948,400.00 0.00 05/30/2018 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -1,653,712.7200 1.000000 1,653,712.72 -1,653,712.72 0.00 05/30/2018 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -8,488,232.2200 1.000000 8.488,232.22 -8.488,232.22 0.00 O5131/2018 31946V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z 4,522.226.5600 1.000000 4.522,226.56 4.522,226.56 0.00 4 of U.S. Bank Transaction History 05/01/2018 Thru 05/31/2018 Post Date CUSIPId Explanation Units Price Net Cash Amt Cost Gann1L.ss 05/31/2018 912828VE7 MATURED PAR VALUE OF U S TREASURY NT 1.000% 5131/18 8,000,000 PAR -8,000,000.0000 1.000000 8,000,000.00 -7,983,750.00 16,25000 VALUE AT 100% TOTAL DISPOSITIONS -100,354,179.5800 100,299,363.05 -100,286,516.12 12,846.93 OTHER TRANSACTIONS 05101/2018 31846V567 INTEREST EARNED ON FIRST AM GOVT OB FD CL Z UNIT ON 0.0000 SHARES DUE 0.0000 0.000000 20,830.69 0.00 0.00 4130/2018 INTEREST FROM 4/1118 TO 4130/18 05/01/2018 31846V567 INTEREST EARNED ON FIRST AM GOVT OB FD CL Z UNIT ON 0.0000 SHARES DUE 0.0000 0.000000 26,948.74 0.00 0.00 4/30/2018 INTEREST FROM 4/1118 TO 4130/18 05/011201864971M5E8 INTEREST EARNED ON NEWYORK NY CITY 4.075%11101/20$1PVON 0.0000 0.000000 28,525.00 0.00 0.00 1400000.0000 SHARES DUE 5/l/2018 O5/0312018 00440EAUl INTEREST EARNED ON ACE INA HOLDINGS 2.875%11/03/22$1 PV ON 0.0000 0.000000 59,929.38 0.00 0.00 4169000.0000 SHARES DUE 5/3/2018 05/07/2018 46625HJR2 PAID ACCRUED INTEREST ON PURCHASE OF JPMORGAN CHASE CO 2.350% 0.0000 0.000000 -6,462.50 0.00 0.00 1/28119 05/07/2018 89233HE75 INTEREST EARNED ON TOYOTA MOTOR CREDIT CO C P 5/07/18$1 PV ON 0.0000 0.000000 19,320.00 0.00 0.00 8000000.0000 SHARES DUE 5/7/2018 8,000,000 PAR VALUE AT 100% 05/09/2018 06371ERK5 PAID ACCRUED INTEREST ON PURCHASE OF BANK OF MONTREAL C D 1.750% 0.0000 0.000000 -9,965.28 0.00 0.00 11/13/18 O5/0912018 313385WP7 INTEREST EARNED ON F H L B DISC NTS 5109/18$1 PV ON 10000000.0000 0.0000 0.000000 6,436.11 0.00 0.00 SHARES DUE 5/9/2018 10,000,000 PAR VALUE AT 100% 05/10/2018 912828568 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 0,750% 7/31/18 0.0000 0,000000 -10,255.52 0.00 0.00 05/11/2018 912828WUO BOOK VALUE OF U S TREASURY I P S 0.125% 7115124 ADJUSTED BY 12792.00 0.0000 0.000000 0.00 0.00 0.00 UNITS INCREASE TO ADJUST FOR CHANGE IN CPI 05/11/2018 912828WUO FED BASIS OF U$TREASURY I P S 0.125% 7/15124 ADJUSTED BY 12792.00 UNITS 0.0000 0.000000 0.00 12,792.00 0.00 INCREASE TO ADJUST FOR CHANGE IN CPI O5/1112018 912828WUO PAR VALUE OF U S TREASURY I P S 0.125% 7/15/24 ADJUSTED BY 12792.0000 12,792.0000 0.000000 0.00 0.00 0.00 UNITS INCREASE TO ADJUST FOR CHANGE IN CPI 05/11/2018 912828WUO STATE COST OF U S TREASURY I P S 0.125% 7115124 ADJUSTED BY 12792.00 0.0000 0.000000 0.00 0.00 0.00 UNITS INCREASE TO ADJUST FOR CHANGE IN CPI O5/1412018 4581XOCX4 INTEREST EARNED ON INTER AMER DEV BK 1.625% 5112120$1 PV ON 0.0000 0.000000 24,659.38 0.00 0.00 3035000.0000 SHARES DUE 5/12/2018 05/14/2018 86958JRH4 PAID ACCRUED INTEREST ON PURCHASE OF SVENSKA HANDLSBN C D 1.545% 0.0000 0.000000 -26,179.17 0.00 0.00 7113/18 O5/14/2018 89113XUZ5 PAID ACCRUED INTEREST ON PURCHASE OF TORONTO DOMINION C D 2.150% 0.0000 0.000000 -6,450.00 0.00 0.00 1/24/19 05/15/2018 084664BEO INTEREST EARNED ON BERKSHIRE HATH 5.400% 5/15/18$1 PV ON 1000000.0000 0.0000 0.000000 27,000.00 0.00 0.00 SHARES DUE 5/15/2018 5 Of U.S. Bank Transaction History 05/01/2018 Thru 05/31/2018 Post Date CUSIP Id Explanation Units Price Net Cash Amt Cost Gain1L.ss 05/1512018 084664BT7 INTEREST EARNED ON BERKSHIRE HATHAWAV 3.000% 5/15/22$1 PV ON 0.0000 0000000 60,000.00 0.00 0.00 4000000.0000 SHARES DUE 5/15/2018 05/15/2018 3133TCE95 INTEREST EARNED ON F H L M C MLTCL MTG 3.445% 8/15/32$1 PV ON 58.3300 0.0000 0.000000 58.33 0.00 0.00 SHARES DUE 5/15/2018$0.00287/PV ON 20,318.40 PV DUE 5/15/18 05/15/2018 31348SWZ3 INTEREST EARNED ON F H L M C#786064 3.426% 1101/28$1 PV ON 6.1200 SHARES 0.0000 0.000000 6.12 0.00 0.00 DUE 5/1 512 01 8 MARCH FHLMC DUE 5/15/18 05/15/2018 43814OAC2 INTEREST EARNED ON HONDA AUTO 1.390% 4115120$1 PV ON 1452.8000 0.0000 0.000000 1,452.80 0.00 0.00 SHARES DUE 5/15/2018$0.00116/PV ON 1,254,216.67 PV DUE 5115118 05/15/2018 46625HJ15 INTEREST EARNED ON JPMORGAN CHASE CO 1.625% 5115/18$1 PV ON 0.0000 0.000000 10,156.25 0.00 0.00 1250000.0000 SHARES DUE 5/15/2018 05/15/2018 47787XA63 INTEREST EARNED ON JOHN DEERE OWNER 1.500%10/15/19$1 PV ON 1003.7600 0.0000 0.000000 1,003.76 0.00 0.00 SHARES DUE 5/15/2018$0.001251PV ON 803,012.27 PV DUE 5/15118 05/15/2018 47788BABO INTEREST EARNED ON JOHN DEERE OWNER 1.590% 4/15/20$1 PV ON 1042.6500 0.0000 0.000000 1,042.65 0.00 0.00 SHARES DUE 5/15/2018$0.001331PV ON 786,905.92 PV DUE 5/15118 05/15/2018 47788BAD6 INTEREST EARNED ON JOHN DEERE OWNER 1.820%10/15/21 $1 PV ON 1023.7500 0.0000 0.000000 1,023.75 0.00 0.00 SHARES DUE 5/15/2018$0.00152/PV ON 675,000.00 PV DUE 5/15118 05/15/2018 47788CABB INTEREST EARNED ON JOHN DEERE OWNER 2.420%10/15/20$1 PV ON 3630.0000 0.0000 0.000000 3,630.00 0.00 0.00 SHARES DUE 5/15/2018$0.002021PV ON 1,800.000.00 PV DUE 5115/18 05/15/2018 47788CAC6 INTEREST EARNED ON JOHN DEERE OWNER 2.660% 4/18122$1 PV ON 2970.3300 0.0000 0.000000 2,970.33 0.00 0.00 SHARES DUE 5/15/2018$0.00222/PV ON 1,340,000.00 PV DUE 5115118 05/15/2018 47788MAC4 INTEREST EARNED ON JOHN DEERE OWNER 1.360% 4/15/20$1 PV ON 1683.1800 0.0000 0.000000 1,683.18 0.00 0.00 SHARES DUE 5/15/2018$0.00113/PV ON 1,485.155.56 PV DUE 5115/18 05/15/2018 664747ABO INTEREST EARNED ON NISSAN AUTO 1.470% 1115120$1 PV ON 1021.2800 0.0000 0.000000 1,021.28 0.00 0.00 SHARES DUE 5/15/2018$0.00123/PV ON 833,701.81 PV DUE 5/15118 05/15/2018 65477UAD2 INTEREST EARNED ON NISSAN AUTO 1.500% 9/15121 $1 PV ON 2250.0000 0.0000 0.000000 2,250.00 0.00 0.00 SHARES DUE 5/15/2018$0.00125/PV ON 1,800.000.00 PV DUE 5115118 05/15/2018 65478VAD9 INTEREST EARNED ON NISSAN AUTO 1.320% 1115121 $1 PV ON 2143.7800 0.0000 0.000000 2,143.78 0.00 0.00 SHARES DUE 5/15/2018$0.00110/PV ON 1,948,892.18 PV DUE 5115/18 05/15/2018 65478WAB1 INTEREST EARNED ON NISSAN AUTO 1.070% 5/15119$1 PV ON 137.4000 0.0000 0.000000 137.40 0.00 0.00 SHARES DUE 5/15/2018$0.00089/PV ON 154,088.02 PV DUE 5/15118 05/15/2018 857477AK9 INTEREST EARNED ON STATE STREET CORP 1.350% 5/15118$1 PV ON 0.0000 0.000000 14,175.00 0.00 0.00 2100000.0000 SHARES DUE 5/15/2018 05/15/2018 89238BABS INTEREST EARNED ON TOVOTA AUTO 2.100%10/15/20$1 PV ON 9047.5000 0.0000 0.000000 9,047.50 0.00 0.00 SHARES DUE 5/15/2018$0.00175/PV ON 5,170.000.00 PV DUE 5115118 05/15/2018 913366EJ5 INTEREST EARNED ON UNIV OF CALIFORNIA 5.035% 5115121 $1 PV ON 400000.0000 0.0000 0.000000 10,070.00 0.00 0.00 SHARES DUE 5/15/2018 05/16/2018 166764BG4 INTEREST EARNED ON CHEVRON CORP 2.100% 5/16/21 $1 PV ON 2500000.0000 0.0000 0.000000 26,250.00 0.00 0.00 SHARES DUE 5/16/2018 6 of U.S. Bank Transaction History 05/01/2018 Thru 05/31/2018 Post Date CUSIP Id Explanation Units Price Net Cash Arrt Cost Gain1L.ss 05/16/2018 3837H4NX9 INTEREST EARNED ON G N M A GTD REMIC 2.397% 2/16130$1 PV ON 32.4300 0.0000 0.000000 3243 0.00 0.00 SHARES DUE 5/16/2018$0.00200/PV ON 16,236.54 PV DUE 5/16/18 05/16/2018 40428HPUO PAID ACCRUED INTEREST ON PURCHASE OF HSBC USA INC 2.000% 8/07/18 0.0000 0.000000 -5,500.00 0.00 0.00 05/16/2018 45950KCA6 PAID ACCRUED INTEREST ON PURCHASE OF INTL FINANCE CORP 1.750% 9/04118 0.0000 0.000000 -5,250.00 0.00 0.00 05/17/2018 3137EAEK1 INTEREST EARNED ON F H L M C M T N 1.875%11/17/20$1 PV ON 5000000.0000 0.0000 0.000000 47,395.84 0.00 0.00 SHARES DUE 5/17/2018 05/17/2018 44932HAH6 PAID ACCRUED INTEREST ON PURCHASE OF IBM CREDIT CORP 3.000% 2/06/23 0.0000 0.000000 -8,458.75 0.00 0.00 05/17/2018 4581XOBR8 PAID ACCRUED INTEREST ON PURCHASE OF INTER AMER DEV BK 1.750% 8124/18 0.0000 0.000000 -6,052.08 0.00 0.00 05/17/2018 74005PBH6 PAID ACCRUED INTEREST ON PURCHASE OF PRAXAIR INC 1.250%11/07/18 0.0000 0.000000 -244.79 0.00 0.00 05/18/2018 43814PAB6 INTEREST EARNED ON HONDA AUTO 1.570% 1121120$1 PV ON 1202.7200 0.0000 0.000000 1,202.72 0.00 0.00 SHARES DUE 5/18/2018$0.00131/PV ON 919,273.05 PV DUE 5/18/18 05/18/2018 43814RACO INTEREST EARNED ON HONDA AUTO 1.210%12/18/20$1 PV ON 2898.9600 0.0000 0.000000 2,898.96 0.00 0.00 SHARES DUE 5/18/2018$0.00101/PV ON 2,875,000.00 PV DUE 5118118 05/18/2018 58933YAGO INTEREST EARNED ON MERCK CO INC 1.300% 5/18/18$1 PV ON 1000000.0000 0.0000 0.000000 6,500.00 0.00 0.00 SHARES DUE 5/18/2018 05/21/2018 36225CAZ9 INTEREST EARNED ON G N M A I I N080023 3.125%12/20/26$1 PV ON 53.6800 0.0000 0.000000 53.68 0.00 0.00 SHARES DUE 5/20/2018 APRIL GNMADUE 5/20/18 05/21/2018 36225CC20 INTEREST EARNED ON G N M A 114080088 2.625% 6/20127$1 PV ON 48.2300 0.0000 0.000000 48.23 0.00 0.00 SHARES DUE 5/20/2018 APRIL GNMADUE 5/20/18 05/21/2018 36225CN28 INTEREST EARNED ON G N M A I I N080408 2.625% 5/20130$1 PV ON 146.2100 0.0000 0.000000 146.21 0.00 0.00 SHARES DUE 5/20/2018 APRIL GNMADUE 5/20/18 05/21/2018 36225CNM4 INTEREST EARNED ON G N M A I I40803952.625% 4/20/30$1 PV ON 18.6000 0.0000 0.000000 18.60 0.00 0.00 SHARES DUE 5/20/2018 APRIL GNMADUE 5/20/18 05/21/2018 36225DCBB INTEREST EARNED ON G N M A I I N0809652.750% 7/20134$1 PV ON 149.7600 0.0000 0.000000 149.76 0.00 0.00 SHARES DUE 5/20/2018 APRIL GNMADUE 5/20/18 05/21/2018 43814TAB8 INTEREST EARNED ON HONDA AUTO 1.420% 7/22/19$1 PV ON 788.4300 0.0000 0.000000 788.43 0.00 0.00 SHARES DUE 5/21/2018$0.00118/PV ON 666,283.74 PV DUE 5/21118 05/21/2018 747525AD5 INTEREST EARNED ON QUALCOMM INC 2.250% 5/20120$1 PV ON 5000000.0000 0.0000 0.000000 56,250.00 0.00 0.00 SHARES DUE 5/20/2018 05/24/2018 69372BEQ9 INTEREST EARNED ON PACCAR FINANCIAL CORP C P 5/24/18$1 PV ON 0.0000 0.000000 6,706.25 0.00 0.00 1500000.0000 SHARES DUE 5/24120181,500,000 PAR VALUE AT 100% 05/24/2018 69372BE09 INTEREST EARNED ON PACCAR FINANCIAL CORP C P 5/24/18$1 PV ON 0.0000 0.000000 22,354.17 0.00 0.00 5000000.0000 SHARES DUE 5/24/2018 5,000.000 PAR VALUE AT 100% 70f9 U.S. Bank Transaction History 05/01/2018 Thru 05/31/2018 Post Date CUSIP Id Explanation Units Price Net Cash Arrt Cost Gain1L.ss 05/25/2018 03215PFN4 INTEREST EARNED ON AMRESCO 2.83714% 6/25/29$1 PV ON 316.2100 0.0000 0000000 316.21 0.00 0.00 SHARES DUE 5/25/2018$0.00236/PV ON 133,743.29 PV DUE 5/25118 05/25/2018 31371NUC7 INTEREST EARNED ON F N M A#257179 4.500% 4101128$1 PV ON 74.3100 0.0000 0.000000 74.31 0.00 0.00 SHARES DUE 5/25/2018 APRIL FNMADUE 5125118 05/25/2018 31376KT22 INTEREST EARNED ON F N M A#357969 5.000% 9/01135$1 PV ON 521.5300 0.0000 0.000000 521.53 0.00 0.00 SHARES DUE 5/25/2018 APRIL FNMADUE 5125/18 05/25/2018 31381PDA3 INTEREST EARNED ON F N M A#466397 3.400%11/01/20$1 PV ON 989.6200 0.0000 0.000000 989.62 0.00 0.00 SHARES DUE 5/25/2018 APRIL FNMADUE 5125118 05/25/2018 3138EG6F6 INTEREST EARNED ON F N M A#AL0869 4.500% 6/0129$1 PV ON 50.5500 0.0000 0.000000 50.55 0.00 0.00 SHARES DUE 5/25/2018 APRIL FNMADUE 5125/18 05/25/2018 31394JY35 INTEREST EARNED ON F H L M C MLTCL MTG 6.500% 9/25/43$1 PV ON 4642.9400 0.0000 0.000000 4,642.94 0.00 0.00 SHARES DUE 5/25/2018$0.00542/PV ON 857,157.80 PV DUE 5/25118 05/25/2018 31397OREO INTEREST EARNED ON F N M A GTD REMIC 1.113% 225/41 $1 PV ON 521.7100 0.0000 0.000000 521.71 0.00 0.00 SHARES DUE 5/25/2018$0.002151PV ON 242,928.44 PV DUE 525118 O512512018 31398VJ98 INTEREST EARNED ON F H L M C MLTCL MTG 4.251% 1/2520$1 PV ON 3188.2500 0.0000 0.000000 3,188.25 0.00 0.00 SHARES DUE 5/25/2018$0.00354/PV ON 900,000.00 PV DUE 5/25118 05/25/2018 31403DJZ3 INTEREST EARNED ON F N M A#745580 5.000% 6/01136$1 PV ON 512.8400 0.0000 0.000000 512.84 0.00 0.00 SHARES DUE 5/25/2018 APRIL FNMADUE 5125/18 O512512018 31403GXF4 INTEREST EARNED ON F N M A#748678 5.000%10/01/33$1 PV ON 11.7300 0.0000 0.000000 11.73 0.00 0.00 SHARES DUE 5/25/2018 APRIL FNMADUE 5125118 05/25/2018 31406POY8 INTEREST EARNED ON F N M A#815971 5.000% 3/01135$1 PV ON 890.3500 0.0000 0.000000 890.35 0.00 0.00 SHARES DUE 5/25/2018 APRIL FNMADUE 5125/18 05/25/2018 31406XWT5 INTEREST EARNED ON F N M A#823358 3.481% 2101135$1 PV ON 356.6200 0.0000 0.000000 356.62 0.00 0.00 SHARES DUE 5/25/2018 APRIL FNMADUE 5125118 05/25/2018 31407BXH7 INTEREST EARNED ON F N M A#826080 5.000% 7/01135$1 PV ON 97.3700 0.0000 0.000000 97.37 0.00 0.00 SHARES DUE 5/25/2018 APRIL FNMADUE 5125/18 O512512018 31410F4V4 INTEREST EARNED ON F N M A#888336 5.000% 7101136$1 PV ON 993.5500 0.0000 0.000000 993.55 0.00 0.00 SHARES DUE 5/25/2018 APRIL FNMADUE 5125118 05/25/2018 31417YAY3 INTEREST EARNED ON F N M A#MA0022 4.500% 4101/29$1 PV ON 83.7000 0.0000 0.000000 83.70 0.00 0.00 SHARES DUE 5/25/2018 APRIL FNMADUE 5125/18 O512512018 96121T&G8 PAID ACCRUED INTEREST ON PURCHASE OF WESTPAC BIKING C D 2.060% 0.0000 0.000000 .6,523.33 0.00 0.00 11/01/18 05/29/2018 00440EAP2 PAID ACCRUED INTEREST ON PURCHASE OF ACE INA HOLDINGS 2.700% 3/13123 0.0000 0.000000 -11,400.00 0.00 0.00 O5/2912018 912828WUO BOOK VALUE OF U S TREASURY I P S 0.125% 7116/24 ADJUSTED BY 12792.00 0.0000 0.000000 0.00 0.00 0.00 UNITS INCREASE TO ADJUST FOR CHANGE IN CPI 05/29/2018 912828WUO FED BASIS OF U S TREASURY I P S 0.125% 7/15/24 ADJUSTED BY 12792.00 UNITS 0.0000 0.000000 0.00 12,792.00 0.00 INCREASE TO ADJUST FOR CHANGE IN CPI 8 Of U.S. Bank Transaction History 05/01/2018 Thru 05/31/2018 Post Date CUSIP Id Explanation Units Pflce Net Cash Anxt Cost Gain1L.ss 05/29/2018 912828WUO PAR VALUE OF U S TREASURY I P S 0.125% 7/15/24 ADJUSTED BY 12792.0000 12,792.0000 0.000000 0.00 0.00 0.00 UNITS INCREASE TO ADJUST FOR CHANGE IN CPI 05/29/2018 912828W UO STATE COST OF U S TREASURY I P S 0.125% 7/15124 ADJUSTED BY 12792.00 0.0000 0.000000 0.00 0.00 0.00 UNITS INCREASE TO ADJUST FOR CHANGE IN CPI 05/30/2018 3135GOF73 INTEREST EARNED ON F N M A 1.500%11/30/20$1 PV ON 7500000.0000 0.0000 0.000000 56,250.00 0.00 0.00 SHARES DUE 5/30/2018 05/31/2018 912828G61 INTEREST EARNED ON U S TREASURY NT 1.500%11/30/19$1 PV ON 0.0000 0.000000 56,250.00 0.00 0.00 7500000.0000 SHARES DUE 5/31/2018 05/31/2018 912828M80 INTEREST EARNED ON U S TREASURY NT 2.000%11/30/22$1 PV ON 0.0000 0.000000 80,000.00 0.00 0.00 8000000.0000 SHARES DUE 5/31/2018 O513112018 912828568 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 0.750% 7131118 0.0000 0.000000 .14,917.13 0.00 0.00 05/31/2018 9128281.165 INTEREST EARNED ON U S TREASURY NT 1.750%11/30/21 $1 PV ON 0.0000 0.000000 61,250.00 0.00 0.00 7000000.0000 SHARES DUE 5/31/2018 05/31/2018 912828VE7 INTEREST EARNED ON U S TREASURY NT 1.000% 5/31/18$1 PV ON 8000000.0000 0.0000 0.000000 40,000.00 0.00 0.00 SHARES DUE 5/31/2018 05/31/2018 912828XE5 INTEREST EARNED ON U S TREASURY NT 1.500% 5/31/20$1 PV ON 5000000.0000 0.0000 0.000000 37,500.00 0.00 0.00 SHARES DUE 5/31/2018 TOTAL OTHER TRANSACTIONS 25.584.0000 733,159.44 25,594.00 0.00 9 Of OPERATIONS COMMITTEE Meeting Date TOBd.Ot Dir. 06/06/18 06/27/18 AGENDA REPORT IWmNumber Item Number z a Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: NEWHOPE-PLACENTIA TRUNK REPLACEMENT, PROJECT NO. 2-72 GENERAL MANAGER'S RECOMMENDATION Approve the Sewer Transfer Agreement between the Orange County Sanitation District and the City ofAnaheim, conveying existing sewer pipe and appurtenant facilities, located on State College Boulevard to the City of Anaheim, in conjunction with Newhope-Placentia Trunk Replacement, Segment B, Contract No. 2-72B and direct the Clerk of the Board to record the Agreement upon completion of the project. BACKGROUND Orange County Sanitation District's (Sanitation District) Newhope-Placentia Trunk Replacement, Segment B, Contract No. 2-7213,will replace the Newhope-Placentia Trunk with a larger sewer in State College Boulevard from the 91 Freeway to Orangewood Avenue, in Anaheim. Project construction is expected to start in late Summer 2018. There is an 11,300-foot-long section of sewer that is being replaced in a new and adjacent alignment. Typically, the sewer in the existing alignment is abandoned in-place by filling it with a low strength grout. The City of Anaheim (City) has requested ownership of this section of the existing sewer so it can be used to collect and store stormwater runoff. After modifications to the existing sewer, the collected runoff will infiltrate into the surrounding groundwater. RELEVANT STANDARDS • Maintain collaborative and cooperative relationships with regulators, stakeholders, and neighboring communities • Use all practical and effective means for resource recovery PROBLEM The existing sewer that will be replaced, in a new alignment, requires abandonment during construction. PROPOSED SOLUTION Transfer the existing sewer to the City so it will not require abandonment. Page 1 d 3 TIMING CONCERNS Construction in this section of sewer is scheduled to begin in November 2018. RAMIFICATIONS OF NOT TAKING ACTION If this sewer is not transferred to the City, the Sanitation District will incur approximately $250,000 in additional costs. PRIOR COMMITTEE/BOARD ACTIONS March 2018 - Approved Cooperative Agreement between the Sanitation District and the City of Anaheim for the installation of traffic signal cameras to be used during construction. November 2017 - Approved Cooperative Agreement between the Sanitation District and the City of Anaheim for paving, landscaping, and sewer improvements. March 2017 - Approved Cooperative Agreement between the Sanitation District and the City of Anaheim for water line replacements. ADDITIONAL INFORMATION During the new sewer alignment construction, modifications will be made to the existing sewer that will allow the storm water to infiltrate into the groundwater table. The ends of the existing sewer will be capped and physically separated to ensure that wastewater will not leak into it. These costs are offset by the savings realized due to not having to abandon the sewer in-place. The final connections to the stormwater system will be conducted by the City at a later date. The approximate 11,300-foot-long existing sewer is on State College Boulevard from Orangewood to Vermont Avenue, in the City of Anaheim. CEQA As lead agency, the Sanitation District prepared a Program Environmental Impact Report (PEIR) entitled 2007 Collection System Improvement Plan. The Board certified the PEIR on August 22, 2007. The Sanitation District filed a Notice of Determination on August 23, 2007. An Addendum to this PEIR was performed for 2-72B and was certified by the Board on May 23, 2018. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted. (FY2017-18 Budget Update, Appendix, Page A-7, Project No. 2-72). Page 2 of 3 ATTACHMENTS The following attachment(s)is available in hard copy and may also be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: Sewer Transfer Agreement AN:dm:gc Page 3 of 3 RECORDING REQUESTED 13Y AND RETURN TO ORANGE COUNTY SAWATTONDISTRICf 10844 Ellis Avenue Fountain Valley,California 92708 Attn: Clerk ofthe Board (Space Above This lute for Recorder's Use) Exempt from recording fee—California Government Code Section 6103 SEWER TRANSFER AGREEMENT Project 2-72B, Newhope Placentia Sewer Improvements This sewer transfer agreement(Agreement')is dated 2018(Effective Tate') ands between Orange County Sanitation District,a county sanitation district organized and existing pursuant to Health and Safety Code Section4700 et seq. (`District')and the City ol ntaheuq a municipal corporation and charter city('City'). The District is a regional operator ofsewage collection facr"hh'es. The District incidentally owns a mark sewer along State College Boulevard where the City has numerous connections. The City owns and operates a local sewage collection system and the District serves the City by collecting their sewer flows. These flows are eventually treated at the District's reclamation plants in Fountain Valley and Harlington Beach. The District is perbmmng a Project that will reconstruct this sewer and will result in new afign mants and manhole locations. These changes require the District to construct new City sewers or grant existing sewers access so all ofthe existing connection locations can be re-established The parties intend by this Agreement for the District to convey to the City certain facilfts,which the City will thereafter own,maintain,and operate as part of the Cuy's local SmmnAain system The District and the Citytherefore agree as follows: 1. Grant of Sewer Pipelines District hereby grants,conveys and transfers to the City all of istrict's right,title,and interest in the 15 manholes and 14 sewer segments(totaling 10,250 linear£et)as depicted in Exhibit A (collectively,`Facilities')and identified as `hansterred faclities."Saul transfer will become effective upon completion offiling ofl btice ofCompletion ofthe sewer reconstruction project, which includes the construction ofthe Scillies identified in Exhibit A Sewer Transfer Agreement between Orange County Sanitation District and the City of Anaheim The City agrees to execute new sewer connection pemrits with OCSD for all City connections that will be reconstructed The pemrit applications will be assembled by the District. The District will issue the pemds at no cost to the City. 2. Nb WarrantyofTdle or Condition District makes no warranty or representation ofany kind regarding its title to the Facilities,the condition ofthe Faciilies,or the suitability of the Faciktias for any purpose. City has been provided an opportunity to fully inspect the Facilities and has done so. City accepts the Faclities`fie is" 3. Assignment The benefits and burdens ofthis Agreement will be binding upon and inure to all successors-in- interest and assigns ofthe parties. 4. Release and Waiver: Acceotance of Responsibility City hereby frilly releases District from any and all liability arising out ofor relating to the Facilities. City hereby agrees to defend and i dlennify District from any related claim and assumes all risk of damage to or arising from the Facilities,and City hereby wa ws all claim against the District arising out ofor relating to the condition ofthe Facilities. City hereby agrees that it shall hereafrer modify,maintain and operate the Facilities as a part ofa storm water to groundwater infiltration system,and that City alone shall be responsible for all costs thereof 5. Amendment Any amendment offhs Agreement must be in writing,signed,and acknowledged by the District and City and duly recorded in the Official Records ofthe County Recorder ofthe County of Orange, State ofCaldomia. 6. Entire Agreement This Agreement(including any attached exhibits)contain the entire agreement between District and City regarding the Facilities,including all representations and warranties between them 7. Notices Nbtices relating to this Agreement mot be in writing and sent to the addresses set forth below. A party may change its address far notices by giving notice as required by this section. Awritten notice will be considered given(r)when personally delivered,or(i)two business days after deposit in the United States Nhil as first class mail,or(i)one business day after deposit with a reputable overnight delivery service for next business day delivery,or(iv)on the business day of successful transnission by electronic ficsinile. The parties'addresses for notices are as follows: To District: Orange County Sanitation District Attention:Kelley Lore,Clerk ofthe Board Sewer Transfer Agreement between Orange County Sanitation District and the City of Anaheim 10844 Ellis Axenue Fountain Valley,CA92708 To City. CityofAnahevn Attention: Duector of Public Works 200 South Anaheim Boulevard Anahevn,CA92805 8. Authority Each party warrants that the vrdividuals signvrg this Agreement on they behalfhave the legal power,right and authority to make this Agreement and bind each respective party. The parties are signing this Agreement to be effective as ofthe Effective Date. [Signatures appear on the following page.] Sewer Transfer Agreement between Orange County Sanitation District and the City of Anaheim Tate: CITYOF ANAHE M By Tom Tait Mtyor ATTEST Larda N.Andal,CNE CityClek APPROVED AS TO FORM KRISTIN A PELLETIER,ACTM CBYATTORNEY By. Bryn M ribdey Ik"cityAttomey Date: ORANGE COUNIYSAMTATIONDISTRICC By Greg Sebotmr Char,Board ofDimetors ATTEST KeQyLore Clekofthe Board Approved as to Form: By BmdleyR Lbgm General Coansel Sewer Transfer Agreement between Orange County Sanitation District and the City of Anaheim STATE OF CALIFORNIA ) COUNTY OF ORANGE ) On , before me, , a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/shefthey executed the same in his/her/their authorized capacity(ies), and that by his/herttheir signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public STATE OF CALIFORNIA ) COUNTY OF ORANGE ) On , before me, , a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the persons)whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public Sewer Transfer Agreement between Orange County Sanitation Oislnct and the City of Anaheim Exhibit A Facilities to Be Transferred to City of Anaheim Depicted via Construction Drawings Sewer Transfer Agreement between orange County sanitation District and the City of Anaheim CITY OF ANAHEIM PLANS FOR THE CONSTRUCTION OF d STATE COLLEGE BOULEVARD LINEAR UNDERGROUND STORMWATER DETENTION TANK e x ACCOUNT NO.502521370.47BBS1]0015/.01 � G xax+wn V' WEMMw T PMg WMM S e xaNmmm j — s m CITY OFANNIEIM BEWER M aTECOLLE0E8L ww+xrwe a _ � '.BVV!I�YfGF4L�t'..3.5 LNFARSfOPMUYATEROElEN11pN TMIX e w TRLESHEEi �nunrn „• aTY OF ANANEIM •^ � GfYt11 KP Ol • PIKNE:�_ � �� S 9, r.men a-ec mmi ___. .� _o-�cn.. a-n✓ry ww+a•v �_ .��..... __.....�.yvrn.mwi •rral••mvr .. .. NNW W ]1!!T fINW ]1aaW 11Mm IIYrO] YOrPo ]a!]oa ]] ]25Kp ]HrW DffitW ]A bJ ]i1�W ]aerW Sipr i g S m y ., >* • e � e, ., �• � Z " "• AS T A T E C 0 L L E G E elf P -� B L V D . I. T . IT p - - ---_ CITY OFANAHEIM �M =—mT BLV •_= w+"� IINFMSTp0.M'ATERDEfFNTIONTANK wa�near Z m STAM34DiOSiA W v CITY OF N HEIM ^.. r:1. uottl AS-CONSTRUrCTED° ssx°o seam sm.m snm sv.w y vw°° vsPw awm xx snra vmw sn.m sPowo�"sP°.w su. k E ruvxvr � <x xne g u YKKK _. � vfP� L.o a ,Il ease ..._ a .•_- _».?re _:^. K .^ ,xS T A T E C 0 L L E r 0 E B L V D .s Y , y "1 � ra E x 6 O' P rl Y r7 VIAN 1 ® CITYCFANANEIM R Ni_STA oelxruuea e RL'IinPRZJ"•..'.y.: LIIFAP Stt1FMrYATEKOETENfKM biA31TWTmSTE- -- — — CITY CF ANMEIM w A �m n :�^r�"..kL�TM;':.ttSs ,«..-m �r„, —rm nnr ,^ I �7�i'.�:.Z.tE.-`TdBd"• P Y3 6 m r +w 'iwao swm sr6.w — eium sn.00 6rfi.m 6a.m sso.m a�+m mn.w afiwro as..ao eevm ue.m sfi�.00 sza k `s s M. AS T A T E C 0 L L ET FB E, $L V mDA. o� u i PLPN P � 3 _ m CITY OFANpXEIM S RT SD WL TMK inxvan P _ ClWO1GRd:f,ElM LMFARSTORMWNTEROflEH11pN TpNN - ® s • m 6TA Y:tq)TOSiA 559rW wm::n: ,� CITY OF ANAHEIM . - cnLo¢ , �y 1 i •w 1 m III ® T A T E G O L L E G E x a 11 T • T e I x • vl PLPN � CITYOFNJ Mm b RI �. fi0.SFpMF NNFAR bTO1ll TEc O srT TNN( end.. STw9g�%TO Slw 511 N] 1 ' CITY OF RNgMEIM ° m — — ua y ,•_-i _ T€ ' _ _ —Sai _ _1 awv .axAn _ _ —44 �'i41 •asee� F}r;,+---w _ a.__. ;.xr��_ —•_1i —�I _l4iw 3 sn.mo en.m wa.w sw ma.w am.ao m.uo ses.w .eo m en.00 m.ao au.m au.w aM.m seem e e rv• 5gi�r�6 " o g' ..ce??.3,T.m O o d.ia �I ¢ Qyy,�a ono e• o re. ' e.. € n Im S T A T E C O L L E G E B L V D® le T A T e x l c x w a rl g e .Ny i " 4 i Yxsa°�'m CIWOFANAMEIM bE 'STATEC MTMKVO. rmanrue __ E•.�nere CfRW,�JeS LINEAR aAwl ATEROEIENICN TANK w•ne.avrry $ TA6H.W TOSiA fA6LLp m' CT/ OF ANAHEIM "^ e � ims CIM' s Z i)M Of MWM6VT- T t 9 'AS CONSTRUCTED''. . «m snwo xfi.m wwm sn.00 scz oo xs.m s,.m xs.w sm.m m.m sefi.m mwm 6 T S r ~S T A T E 0 0 L L E 0 EA ;. B L V D } _ CIY111 H,EIM LINA WORMWAT-BTUAETE FM.xmTM@M - STA® I Y naoxrxu,eEo,w}R�1O1Au•' R CITY OF ANAHEIM "^ c1m K$ error xe •inevwo arre �'9 ~�"�$ � seem em.m aa�+m"a a+m -ms.m m«ao Em.00 aas.m mr.oe eoe'oo mwm alam aF.m aaw ewm a1P.m as.w i e $ 'da y a • a • •, ww A wl yI �J __ 1` b .YR ® B 3 B 6 1M� O B • g n T� ee. _w�atae ar ®1�� �VJ'a f°m+mi a.�aa® s • owe. y ��®.�iC $ d Pp5 T A T E B L V D . & 1' $ I5 1 E 10 x—¢ P Y 1 PfAN - OETWpNTPNNw xu r 5ui�v M9TA EIM 1 , CITY OF FpAHEIM G1% S -MW T x A 't E r 0 L L 1 0 CRV,!),FMAHEM MVP UAM CW Y rvwvaw �..1 o.ev�nw e tuxvlEw m� �noF:mg exAxlwte ceru i t —_— s m l:T/OF ANAHEIM AR MNT ravxrxuhE _ s R9PI IeA6t,Lf. LINEAR 8Mg ks(IEft OEiBrtgNTPMt mimti.wne,F - _ e s •me m UETREUEXEET iOFx ® +� CITY OF ANPNEIM o - SOME= WVl IIIL,Le—'ENFN'°Cf°M1 �q`e—"`MONTH"'" i /1 WNLDilP1T BELL eF81EN _ � U n.um e • L OFA EIM H„m9lOS',li. fi IMFARlTONpW/ATEF—HUNK s _ Pwa•S.� - CETMLS SXE£30F 2) �� CERTIFICATE OF ACCEPTANCE (Govt.Code §27281) This CERTIFICATE OF ACCEPTANCE is to certify that Sewer Transfer Agreement dated and quitclaiming certain sewer property located in the City of Anaheirn, in the County of Orange, State of California,has been granted to the City of Anaheirn, a namicipal corporation and charter city ofthe State ofCa%nua,by the Orange County Sanitation District,a county sanitation district organized and existing pursuant to Health&Safety Code section 4700,et seq.,on the terns and conditions set forth in the attached document.The City ofAnaheimaccepts and agrees to such terns and conditions and consents to the recordation ofthe Sewer Titans ter Agreement in the lice ofthe Recorder ofOrange County,State of California. CITYOF ANAHEM By Printed Name: Tile: Late: APPROVED AS TO FORM CITYATIORNIEY'S OFFICE Date: By N)C= CityAttomey ATTEST Date: By Linda N Andal,CNU City Cleric Sewer Transfer Agreement between Orange County Sanitation District and the City of Anaheim OPERATIONS COMMITTEE Meeting Date TOBd.Of Dir. 06/06/18 06/27/1a AGENDA REPORT emNumber Item Number 3 5 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126 GENERAL MANAGER'S RECOMMENDATION A. Award a Construction Contract to ICA Construction for the Safety Improvements Program, Contract No. J-126L, for a total amount not to exceed $212,700, to address identified roof safety and fall protection issues; and B. Approve a contingency of$21,270 (10%). BACKGROUND The Orange County Sanitation District (Sanitation District) owns and operates facilities that were designed and constructed from the 1950s to present. In July 2014, the Facility Wide Safety Assessment, Project No. SP-145-1, reviewed safety issues at the Sanitation District Plant Nos. 1 and 2 and pump stations. The study identified approximately 2,000 facility issues impacting worker safety and compliance with Cal/OSHA regulations including electrical, fall protection, machine guarding, hazardous area classifications, skylights, and walkway hazards. Each item was assigned a high, medium, or low priority rating. Pending resolution of the safety items, the Sanitation District took interim measures to minimize life-safety risks. There was an approximately even distribution between issues that would be addressed using Sanitation District resources and those that would be addressed through the Capital Improvement Program, depending on the nature and complexity. Items that could not be assigned to existing projects have been assigned to the Safety Improvements Program, Project No. J-126. To resolve the deficiencies as quickly as possible, Safety Improvements Program, Project No. J-126, is being executed through multiple construction packages that can be completed in a shorter time than using a single construction contract. Development of multiple construction packages also allows higher priority safety items to be completed more quickly than lower priority items. RELEVANT STANDARDS Provide a safe and collegial workplace Page 1 of 3 PROBLEM Among the various Project No. J-126 deficiencies are 35 fall protection deficiencies at Bitter Point, MacArthur, Seal Beach, Westside, and Yorba Linda Pump Stations. PROPOSED SOLUTION Award Construction Contract No. J-126L. TIMING CONCERNS Delaying resolution of the safety items poses potential threats to staff, contractor, and visitor safety. RAMIFICATIONS OF NOT TAKING ACTION Staff, contractors, and visitors will continue to be exposed to potential safety hazards, and certain facilities will continue to not comply with code requirements. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The Sanitation District advertised Contract No. J-126L for bid on March 7, 2018, and five sealed bids were received on April 17, 2018. A summary of the bid opening is as follows: Engineer's Estimate $ 230,250 Bidder Amount of Bid IQA Construction $ 212,700 AMTEK Construction $ 256,333 O'Connell Engineering & Construction, Inc. $ 287,900 Interlog — HYM Engineering $ 290,000 Access Pacific, Inc. $ 292,000 The bids were evaluated in accordance with the Sanitation District's policies and procedures. A notice was sent to all bidders on April 25, 2018, informing them of the intent of Sanitation District staff to recommend award of the Construction Contract to IQA Construction. Staff recommends awarding a construction contract to the lowest responsive bidder, IQA Construction, for Safety Improvements Program, Contract No. J-126L, for a total amount not to exceed $212,700. Page 2 of 3 CEQA A CEQA Notice of Exemption for this project was filed on August 14, 2015. The project is exempt from CEQA pursuant to CEQA's Class 1 Exemption for Existing Facilities (section 15301). The exemption calls for minor alteration of existing public or private structures, facilities, mechanical equipment, involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination. This project calls for safety related modifications of existing facilities which will have no impact to existing capacity. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (FY2017-18 Budget Update, Appendix, Page A-8, Project No. J-126), and the budget is sufficient for the recommended action. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: Construction Contract TG:dm:gc Page 3 of 3 PART A CONTRACT AGREEMENT C-CA-011317 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.................................................................................22 SECTION -21 RESOLUTION OF DISPUTES ........................................................23 SECTION -22 SAFETY& HEALTH ........................................................................23 SECTION -23 NOTICES.........................................................................................24 C-CA-011317 CONTRACT AGREEMENT ORANGE COUNTY SANITATION DISTRICT CONTRACT NO. J-126L SAFETY IMPROVEMENTS PROGRAM THIS AGREEMENT is made and entered into, to be effective, this June 27, 2018, by and between ICA Construction, 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-011317 CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM 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 iIL 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-011317 CONFORMED CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM 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-011317 CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM 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: CONTRACT NO. J-126L SAFETY IMPROVEMENTS PROGRAM C-CA-011317 CONFORMED CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM Page 4 of 25 SECTION -4 PLANS AND SPECIFICATONS The Work to be done is shown in a set of Plans and Specifications entitled: CONTRACT NO. J-126L SAFETY IMPROVEMENTS PROGRAM Said Plans and Specifications and any revision, amendments and addenda thereto are attached hereto and incorporated herein as part of this Contract and referred to by reference. SECTION—5 TIME OF COMMENCEMENT AND COMPLETION CONTRACTOR agrees to commence the Project within fifteen (15) Days from the date set forth in the "Notice to Proceed"sent by OCSD, unless otherwise specified therein and shall diligently prosecute the Work to completion within two hundred fifty-five (255) Days from the effective date of the "Notice to Proceed" issued by OCSD, excluding delays caused or authorized by OCSD as set forth in Sections 7, 6, and 9 hereof, and applicable provisions in the General Conditions. The time for completion includes five (5) Days determined by OCSD likely to be inclement weather when CONTRACTOR will be unable to work. SECTION—6 TIME IS OF THE ESSENCE Time is of the essence of this Contract. As required by the Contract Documents, CONTRACTOR shall prepare and obtain approval of all shop drawings, details and samples, and do all other things necessary and incidental to the prosecution of CONTRACTOR's Work in conformance with an approved construction progress schedule. CONTRACTOR shall coordinate the Work covered by this Contract with that of all other contractors, subcontractors and of OCSD, in a manner that will facilitate the efficient completion of the entire Work and accomplish the required milestone(s), if any, by the applicable deadline(s) in accordance with Section 5 herein. OCSD shall have the right to assert complete control of the premises on which the Work is to be performed and shall have the right to decide the time or order in which CONFORMED C-CA-011317 CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM 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 Work as specifically provided in General Conditions, "Extensions for Delay", and the General Requirements, "By CONTRACTOR or Others—Unknown Utilities during Contract Work". Extensions of time and extra compensation arising from such excusable delays will be determined in accordance with the General Conditions, "Extension of Time for Delay" and "Contract Price Adjustments and Payments", and extensions of time and extra compensation as a result of incurring undisclosed utilities will be determined in accordance with General Requirements, "By CONTRACTOR or Others— Unknown Utilities during Contract Work". OCSD's decision will be conclusive on all parties to this Contract. SECTION—8 EXTRA WORK The Contract Price as set forth in Section 11, includes compensation for all Work performed by CONTRACTOR, unless CONTRACTOR obtains a Change Order signed by a designated representative of OCSD specifying the exact nature of the Extra Work and the amount of extra compensation to be paid all as more particularly set forth in Section 9 hereof and the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)", "OWNER Initiated Changes", and "Contract Price Adjustments and Payments". In the event a Change Order is issued by OCSD pursuant to the Contract Documents, OCSD shall extend the time fixed in Section 5 for completion of the Work by the number of days, if any, reasonably required for CONTRACTOR to perform the Extra Work, as determined by the ENGINEER. The decision of the ENGINEER shall be final. C-CA-011317 CONFORMED CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM 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 Documents, including but not limited to changes: 1. In the Specifications (including Drawings and designs); 2. In the time, method or manner of performance of the Work; 3. In OCSD-furnished facilities, equipment, materials, services or site; or 4. Directing acceleration in the performance of the Work. No change of period of performance or Contract Price, or any other change in the Contract Documents, shall be binding until the Contract is modified by a fully executed Change Order. All Change Orders shall be issued in accordance with the requirements set forth in the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and "OWNER Initiated Changes". SECTION—10 LIQUIDATED DAMAGES FOR DELAY Liquidated Damages shall be payable in the amounts and upon the occurrence of such events or failure to meet such requirements or deadlines as provided in the Special Provisions, "Liquidated Damages." SECTION—11 CONTRACT PRICE AND METHOD OF PAYMENT A. OCSD agrees to pay and the CONTRACTOR agrees to accept as full consideration for the faithful performance of this Contract, subject to any additions or deductions as provided in approved Change Orders, the sum of Two Hundred Twelve Thousand Seven Hundred Dollars ($212,700)as itemized on the Attached Exhibit"A". CONFORMED C-CA-011317 CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM Page 7 of 25 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 Work a schedule which shows: 1. A minimum of one (1) payment to be made to the CONTRACTOR for each successive four-week period as the Work progresses, and 2. The due dates for the CONTRACTOR to submit requests for payment to meet the payment schedule. After the initial Net Progress Payment, and provided the CONTRACTOR submits the request for payment prior to the end of the day required to meet the payment schedule, the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly payment date set forth in the schedule. Payments shall be made on demands drawn in the manner required by law, accompanied by a certificate signed by the ENGINEER, stating that the Work for which payment is demanded has been performed in accordance with the terms of the Contract Documents, and that the amount stated in the certificate is due under the terms of the Contract. Payment applications shall also be accompanied with all documentation, records, and releases as required by the Contract, Exhibit A, Schedule of Prices, and General Conditions, "Payment for Work—General'. The Total amount of Progress Payments shall not exceed the actual value of the Work completed as certified by the ENGINEER. The processing of payments shall not be considered as an acceptance of any part of the Work. C-CA-011317 CONFORMED CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM 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 et seq., the CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." CONFORMED C-CA-011317 CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM 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 the same are on file in the Engineering Department. The CONTRACTOR agrees that not less than said prevailing rates shall be paid to workers employed on this public works C-CA-011317 CONFORMED CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM Page 10 of 25 Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. C. Forfeiture for Violation: CONTRACTOR shall, as a penalty to OCSD, forfeit two thousand dollars ($200.00)for each calendar day or portion thereof for each worker paid (either by the CONTRACTOR or any Subcontractor under it) less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the Work provided for in this Contract, all in accordance with Section 1775 of the Labor Code of the State of California. D. Apprentices: Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the CONTRACTOR shall comply therewith if the prime contract involves thirty thousand dollars ($30,000.00)or more. E. Workday: In the performance of this Contract, not more than eight(8) hours shall constitute a day's work, and the CONTRACTOR shall not require more than eight (8) hours of labor in a day from any person employed by it hereunder except as provided in paragraph (B)above. CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at sec.)of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of twenty-five dollars ($25.00)for each worker employed in the execution of this Contract by CONTRACTOR or any Subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one (1)calendar day and CONFORMED C-CA-011317 CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM Page 11 of 25 forty (40) hours in any one (1)week in violation of said Article. CONTRACTOR shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by CONTRACTOR in connection with the Project. F. Registration: Record of Wages: Inspection: CONTRACTOR shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring by the California Department of Industrial Relations. CONTRACTOR shall maintain accurate payroll records and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. CONTRACTOR shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(a). SECTION—15 SURETY BONDS CONTRACTOR shall, before entering upon the performance of this Contract, furnish Bonds approved by OCSD's General Counsel—one in the amount of one hundred percent(100%) of the Contract amount, to guarantee the faithful performance of the Work, and the other in the amount of one hundred percent (100%)of the Contract amount to guarantee payment of all claims for labor and materials furnished. As changes to the Contract occur via approved Change Orders, the CONTRACTOR shall assure that the amounts of the Bonds are adjusted to maintain one hundred percent (100%)of the Contract Price. This Contract shall not become effective until such Bonds are supplied to and approved by OCSD. Bonds must be issued by a Surety authorized by the State Insurance Commissioner to do business in California. The Performance Bond shall remain in full force and effect through the warranty period, as specified in Section 19 below. All Bonds required to be submitted relating to this Contract must comply with California Code of Civil Procedure Section 995.630. Each Bond shall be executed in the C-CA-011317 CONFORMED CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM Page 12 of 25 name of the Surety insurer under penalty of perjury, or the fact of execution of each Bond shall be duly acknowledged before an officer authorized to take and certify acknowledgments, and either one of the following conditions shall be satisfied: A. A copy of the transcript or record of the unrevoked appointment, power of attorney, by- laws, or other instrument, duly certified by the proper authority and attested by the seal of the insurer entitling or authorizing the person who executed the Bond to do so for and on behalf of the insurer, is on file in the Office of the County Clerk of the County of Orange; or B. A copy of a valid power of attorney is attached to the Bond. SECTION— 16 INSURANCE CONTRACTOR shall purchase and maintain, for the duration of the Contract, insurance against claims for injuries to persons, or damages to property which may arise from or in connection with the performance of the Work hereunder, and the results of that Work by CONTRACTOR, its agents, representatives, employees, or Subcontractors, in amounts equal to the requirements set forth below. CONTRACTOR shall not commence Work under this Contract until all insurance required under this Section is obtained in a form acceptable to OCSD, nor shall CONTRACTOR allow any Subcontractor to commence Work on a subcontract until all insurance required of the Subcontractor has been obtained. CONTRACTOR shall maintain all of the foregoing insurance coverages in force through the point at which the Work under this Contract is fully completed and accepted by OCSD pursuant to the provisions of the General Conditions, "Final Acceptance and Final Completion'. Furthermore, CONTRACTOR shall maintain all of the foregoing insurance coverages in full force and effect throughout the warranty period, commencing on the date of Final Acceptance. The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of OCSD by CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for CONFORMED C-CA-011317 CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM Page 13 of 25 and maintain in full force and effect during the life of this Contract, inclusive of all changes to the Contract Documents made in accordance with the provisions of the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and/or"OWNER Initiated Changes", the following insurance in amounts not less than the amounts specified. OCSD reserves the right to amend the required limits of insurance commensurate with the CONTRACTOR's risk at any time during the course of the Project. No vehicles may enter OCSD premises/worksite without possessing the reauired insurance coverage. CONTRACTOR's insurance shall also comply with all insurance requirements prescribed by agencies from whom permits shall be obtained for the Work and any other third parties from whom third party agreements are necessary to perform the Work (collectively, the "Third Parties"), The Special Provisions may list such requirements and sample forms and requirements from such Third Parties may be included in an attachment to the General Requirements. CONTRACTOR bears the responsibility to discover and comply with all requirements of Third Parties, including meeting specific insurance requirements, that are necessary for the complete performance of the Work. To the extent there is a conflict between the Third Parties' insurance requirements and those set forth by OCSD herein, the requirement(s) providing the more protective coverage for both OSCD and the Third Parties shall control and be purchased and maintained by CONTRACTOR. A. Limits of Insurance 1. General Liability: 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 C-CA-011317 CONFORMED CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM Page 14 of 25 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 assume responsibility of insurer until the deductible, SIR or other condition of insurer assuming its defense and/or indemnity has been satisfied. CONTRACTOR shall be responsible to pay any deductible or SIR. g. If a crane will be used, the General Liability insurance will be endorsed to add Riggers Liability coverage or its equivalent to cover the usage of the crane and exposures with regard to the crane operators, riggers and others involved in using the crane. h. If divers will be used, the General Liability insurance will be endorsed to cover marine liability or its equivalent to cover the usage of divers. CONFORMED C-CA-011317 CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM Page 15 of 25 2. Automobile Liability: The CONTRACTOR shall maintain a policy of Automobile Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Either(1)a combined single limit of Two Million Dollars ($2,000,000) and a general aggregate limit of Two Million Dollars ($2,000,000)for bodily injury, personal injury and property damage; Or alternatively, (2) Two Million Dollars ($2,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. 3. Umbrella Excess Liability: The minimum limits of general liability and automobile liability insurance required, as set forth above, shall be provided for either in a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability. 4. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONTRACTOR in the amount of One Million Dollars ($1,000,000) in a form acceptable by OCSD. 5. Worker's Compensation/Emplover's Liability: CONTRACTOR shall provide such Worker's Compensation Insurance as required by the Labor Code of the State of California, including employer's liability with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage with regard to Jones Act claims. C-CA-011317 CONFORMED CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM Page 16 of 25 Where permitted by law, CONTRACTOR hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OCSD, its or their officers, agents, or employees, and any other contractor or subcontractor performing Work or rendering services on behalf of OCSD in connection with the planning, development and construction of the Project. In all its insurance coverages related to the Work, CONTRACTOR shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OCSD, its or their officers, agents, or employees, or any other contractor or subcontractor performing Work or rendering services at the Project. Where permitted by law, CONTRACTOR shall require similar written express waivers and insurance clauses from each of its Subcontractors of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a)would otherwise have a duty of indemnification, contractual or otherwise, (b)did not pay the insurance premium, directly or indirectly, and (c)whether or not such individual or entity has an insurable interest in the property damaged. 6. Limits are Minimums: If CONTRACTOR maintains higher limits than the minimums shown in this Section, OCSD requires and shall be entitled to coverage for the higher limits maintained by the CONTRACTOR. B. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by OCSD. At the option of OCSD, either: the Insurer shall reduce or eliminate such deductibles or self- insured retentions as respects OCSD, its Directors, officers, agents, CONSULTANTS, and CONFORMED C-CA-011317 CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM Page 17 of 25 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 mail, return receipt requested. Should there be changes in coverage or an increase in deductible or SIR amounts, CONTRACTOR undertakes to procure a manuscript endorsement from its insurer giving thirty(30)days prior notice of such an event to OCSD, or to have its insurance broker/agent send to OCSD a certified letter C-CA-011317 CONFORMED CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM Page 18 of 25 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 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. CONFORMED C-CA-011317 CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM Page 19 of 25 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 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 C-CA-011317 CONFORMED CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM Page 20 of 25 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 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". CONFORMED C-CA-011317 CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM Page 21 of 25 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. 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. C-CA-011317 CONFORMED CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM Page 22 of 25 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-011317 CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM 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: ICA Construction 4089 East Conant Street Long Beach, CA 90808 Copy to: Telvis Antis, Vice-President IQA Construction 4089 East Conant Street Long Beach, CA 90808 C-CA-011317 CONFORMED CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM Page 24 of 25 IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the date first hereinabove written. CONTRACTOR: ICA Construction 4089 East Conant Street Long Beach, CA 90808 By Printed Name Its CONTRACTOR's State License No. 1027380 (Expiration Date—5/31/2019) OCSD: Orange County Sanitation District By Gregory C. Sebourn, PLS Chair, Board of Directors By Kelly A. Lore Clerk of the Board By Marc Dubois Contracts, Purchasing and Materials Management Manager CONFORMED C-CA-011317 CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM 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...5 ATTACHMENT 1 -CERTIFICATION FOR REQUEST FOR PAYMENT.........................7 ATTACHMENT 2-SCHEDULE OF PRICES...................................................................8 C-EXA-080414 EXHIBIT A SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION CONTRACTOR will be paid the Contract Price according to the Schedule of Prices, and all other applicable terms and conditions of the Contract Documents. EXA-2 PROGRESSPAYMENTS Progress payments will be made in accordance with all applicable terms and conditions of the Contract Documents, including, but not limited to: 1. Contract Agreement—Section 11 —"Contract Price and Method of Payment;" 2. General Conditions—"Payment—General"; 3. General Conditions—"Payment—Applications for Payment'; 4. General Conditions—"Payment— Mobilization Payment Requirements;' 5. General Conditions—"Payment— Itemized Breakdown of Contract Lump Sum Prices"; 6. General Conditions—"Contract Price Adjustments and Payments"; 7. General Conditions—"Suspension of Payments"; 8. General Conditions—"OCSD's Right to Withhold Certain Amounts and Make Application Thereof"; and 9. General Conditions—"Final Payment." EXA-3 RETENTION AND ESCROW ACCOUNTS A. Retention: OCSD shall retain a percentage of each progress payment to assure satisfactory completion of the Work. The amount to be retained from each progress payment shall be determined as provided in General Conditions— "Retained Funds; Substitution of Securities". In all contracts between CONTRACTOR and its Subcontractors and/or Suppliers, the retention may not exceed the percentage specified in the Contract Documents. CONFORMED C-EXA-080414 CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM Page 1 of 8 B. Substitution of Securities: CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." Payment of Escrow Agent: In lieu of substitution of securities as provided above, the CONTRACTOR may request and OCSD shall make payment of retention earned directly to the escrow agent at the expense of the CONTRACTOR. At the expense of the CONTRACTOR, the CONTRACTOR may direct the investment of the payments into securities consistent with Government Code §16430 and the CONTRACTOR shall receive the interest earned on the investments upon the same terms provided for in this article for securities deposited by the CONTRACTOR. Upon satisfactory completion of the Contract, the CONTRACTOR shall receive from the escrow agent all securities, interest and payments received by the escrow agent from OCSD, pursuant to the terms of this article. The CONTRACTOR shall pay to each Subcontractor, not later than twenty (20) Days after receipt of the payment, the respective amount of interest earned, net of costs attributed to retention withheld from each Subcontractor, on the amount of retention withheld to ensure the performance of the Subcontractor. The escrow agreement used by the escrow agent pursuant to this article shall be substantially similar to the form set forth in §22300 of the California Public Contract Code. C. Release of Retention: Upon Final Acceptance of the Work, the CONTRACTOR shall submit an invoice for release of retention in accordance with the terms of the Contract. D. Additional Deductibles: In addition to the retentions described above, OCSD may deduct from each progress payment any or all of the following: 1. Liquidated Damages that have occurred as of the date of the application for progress payment; 2. Deductions from previous progress payments already paid, due to OCSD's discovery of deficiencies in the Work or non-compliance with the Specifications or any other requirement of the Contract; 3. Sums expended by OCSD in performing any of the CONTRACTOR's obligations under the Contract that the CONTRACTOR has failed to perform, and; 4. Other sums that OCSD is entitled to recover from the CONTRACTOR under the terms of the Contract, including without limitation insurance deductibles and assessments. C-EXA-080414 CONFORMED CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM Page 2 of 8 The failure of OCSD to deduct any of the above-identified sums from a progress payment shall not constitute a waiver of OCSD's right to such sums or to deduct them from a later progress payment. EXA-4 STOP PAYMENT NOTICE In addition to other amounts properly withheld under this article or under other provisions of the Contract, OCSD shall retain from progress payments otherwise due the CONTRACTOR an amount equal to one hundred twenty-five percent (125%)of the amount claimed under any stop payment notice under Civil Code §9350 at. seq. or other lien filed against the CONTRACTOR for labor, materials, supplies, equipment, and any other thing of value claimed to have been furnished to and/or incorporated into the Work; or for any other alleged contribution thereto. In addition to the foregoing and in accordance with Civil Code§9358 OCSD may also satisfy its duty to withhold funds for stop payment notices by refusing to release funds held in escrow pursuant to public receipt of a release of stop payment notice executed by a stop payment notice claimant, a stop payment notice release bond, an order of a court of competent jurisdiction, or other evidence satisfactory to OCSD that the CONTRACTOR has resolved such claim by settlement. EXA-5 PAYMENT TO SUBCONTRACTORS Requirements 1. The CONTRACTOR shall pay all Subcontractors for and on account of Work performed by such Subcontractors, not later than seven (7) Days after receipt of each progress payment as required by the California Business and Professions Code §7108.5. Such payments to Subcontractors shall be based on the measurements and estimates made pursuant to article progress payments provided herein. 2. Except as specifically provided by law, the CONTRACTOR shall pay all Subcontractors any and all retention due and owing for and on account of Work performed by such Subcontractors not later than seven (7) Days after CONTRACTOR's receipt of said retention proceeds from OCSD as required by the California Public Contract Code §7107. EXA-6 PAYMENT OF TAXES Unless otherwise specifically provided in this Contract, the Contract Price includes full compensation to the CONTRACTOR for all taxes. The CONTRACTOR shall pay all Federal, State, and local taxes, and duties applicable to and assessable against any Work, including but not limited to retail sales and use, transportation, export, import, business, and special taxes. The CONTRACTOR shall ascertain and pay the taxes when due. The CONTRACTOR will maintain auditable records, subject to OCSD reviews, confirming that tax payments are current at all times. CONFORMED C-EXA-080414 CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM Page 3 of 8 EXA-7 FINAL PAYMENT After Final Acceptance of the Work, as more particularly set forth in the General Conditions, "Final Acceptance and Final Completion", and after Resolution of the Board authorizing final payment and satisfaction of the requirements as more particularly set forth in General Conditions—"Final Payment", a final payment will be made as follows: 1. Prior to Final Acceptance, the CONTRACTOR shall prepare and submit an application for Final Payment to OCSD, including: a. The proposed total amount due the CONTRACTOR, segregated by items on the payment schedule, amendments, Change Orders, and other bases for payment; b. Deductions for prior progress payments; c. Amounts retained; d. A conditional waiver and release on final payment for each Subcontractor(per Civil Code Section 8136); e. A conditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8136); f. List of Claims the CONTRACTOR intends to file at that time or a statement that no Claims will be filed, g. List of pending unsettled Claims, stating claimed amounts, and copies of any and all complaints and/or demands for arbitration received by the CONTRACTOR; and h. For each and every Claim that resulted in litigation or arbitration which the CONTRACTOR has settled, a conformed copy of the Request for Dismissal with prejudice or other satisfactory evidence the arbitration is resolved. 2. The application for Final Payment shall include complete and legally effective releases or waivers of liens and stop payment notices satisfactory to OCSD, arising out of or filed in connection with the Work. Prior progress payments shall be subject to correction in OCSD's review of the application for Final Payment. Claims filed with the application for Final Payment must be otherwise timely under the Contract and applicable law. 3. Within a reasonable time, OCSD will review the CONTRACTOR's application for Final Payment. Any recommended changes or corrections will then be forwarded to the CONTRACTOR. Within ten (10) Days after receipt of recommended changes from OCSD, the CONTRACTOR will C-EXA-080414 CONFORMED CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM Page 4 of 8 make the changes, or list Claims that will be filed as a result of the changes, and shall submit the revised application for Final Payment. Upon acceptance by OCSD, the revised application for Final Payment will become the approved application for Final Payment. 4. If no Claims have been filed with the initial or any revised application for Final Payment, and no Claims remain unsettled within thirty-five (35) Days after Final Acceptance of the Work by OCSD, and agreements are reached on all issues regarding the application for Final Payment, OCSD, in exchange for an executed release, satisfactory in form and substance to OCSD, will pay the entire sum found due on the approved application for Final Payment, including the amount, if any, allowed on settled Claims. 5. The release from the CONTRACTOR shall be from any and all Claims arising under the Contract, except for Claims that with the concurrence of OCSD are specifically reserved, and shall release and waive all unreserved Claims against OCSD and its officers, directors, employees and authorized representatives. The release shall be accompanied by a certification by the CONTRACTOR that: a. It has resolved all Subcontractors, Suppliers and other Claims that are related to the settled Claims included in the Final Payment; b. It has no reason to believe that any party has a valid Claim against the CONTRACTOR or OCSD which has not been communicated in writing by the CONTRACTOR to OCSD as of the date of the certificate; c. All warranties are in full force and effect, and; d. The releases and the warranties shall survive Final Payment. 6. If any Claims remain open, OCSD may make Final Payment subject to resolution of those Claims. OCSD may withhold from the Final Payment an amount not to exceed one hundred fifty percent(150%) of the sum of the amounts of the open claims, and one hundred twenty-five percent (125%) of the amounts of open stop payment notices referred to in article entitled stop payment notices herein. 7. The CONTRACTOR shall provide an unconditional waiver and release on final payment from each Subcontractor and Supplier providing Work under the Contract(per Civil Code Section 8138) and an unconditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8138)within thirty (30) Days of receipt of Final Payment. EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT Notwithstanding OCSD's acceptance of the application for Final Payment and irrespective of whether it is before or after Final Payment has been made, OCSD shall not be precluded from subsequently showing that: CONFORMED C-EXA-080414 CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM Page 5 of 8 1. The true and correct amount payable for the Work is different from that previously accepted; 2. The previously-accepted Work did not in fact conform to the Contract requirements, or; 3. A previous payment or portion thereof for Work was improperly made. OCSD also shall not be stopped from demanding and recovering damages from the CONTRACTOR, as appropriate, under any of the foregoing circumstances as permitted under the Contract or applicable law. C-EXA-080414 CONFORMED CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM Page 6 of 8 ATTACHMENT 1 —CERTIFICATION FOR REQUEST FOR PAYMENT I hereby certify under penalty of perjury as follows: That the claim for payment is in all respects true, correct; that the services mentioned herein were actually rendered and/or supplies delivered to OCSD in accordance with the Contract. I understand that it is a violation of both the federal and California False Claims Ads to knowingly present or cause to be presented to OCSD a false claim for payment or approval. A claim includes a demand or request for money. It is also a violation of the False Claims Acts to knowingly make use of a false record or statement to get a false claim paid. The term "knowingly" includes either actual knowledge of the information, deliberate ignorance of the truth or falsity of the information, or reckless disregard for the truth or falsity of the information. Proof of specific intent to defraud is not necessary under the False Claims Acts. I understand that the penalties under the Federal False Claims Ad and State of California False Claims Act are non-exclusive, and are in addition to any other remedies which OCSD may have either under Contract or law. I hereby further certify, to the best of my knowledge and belief, that: 1. The amounts requested are only for performance in accordance with the Specifications, terms, and conditions of the Contract; 2. Payments to Subcontractors and Suppliers have been made from previous payments received under the Contract, and timely payments will be made from the proceeds of the payment covered by this certification; 3. This request for progress payments does not include any amounts which the prime CONTRACTOR intends to withhold or retain from a Subcontractor or Supplier in accordance with the terms and conditions of the subcontract; and 4. This certification is not to be construed as Final Acceptance of a Subcontractors performance. Name Title Dale CONFORMED C-EXA-080414 CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM Page 7 of 8 ATTACHMENT 2—SCHEDULE OF PRICES See next pages from the Bid Submittal Forms (IQA Construction) BF-14 Schedule of Prices, Pages 1-2 C-EXA-080414 CONFORMED CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM Page 8 of 8 Bid Submitted By: IQA Construction (Name of Firm) BF-14 SCHEDULE OF PRICES INSTRUCTIONS A. General For unit prices, R is understood that the following quantities are approximate only and are solely for the purpose of estimating the comparison of Bids, and that the actual value of Work will be computed based upon the actual quantities in the completed Work,whether they be more or less than those shown. Bidders compensation for the Work under the Contract Documents will be computed based upon the lump sum amount of the Contract at time of award, plus any additional or deleted costs approved by OCSD via approved Change Orders, pursuant to the Contract Documents. Bidder shall separately price and accurately reflect costs associated with each line item, leaving no blanks. Any and all modifications to the Bid must be initialed by an authorized representative of the Bidder in accordance with the Instructions to Bidders, Preparation of Bid. Bidders are reminded of Instruction to Bidders, Discrepancy in Bid Items,which, in summary, provides that the total price for each item shall be based on the unit price listed for each item multiplied by the quantity; and the correct Total Price for each Rem shall be totaled to determine the Total Amount of Bid. All applicable costs including overhead and profit shall be reflected in the respective unit costs and the TOTAL AMOUNT OF BID. The Bid Price shall include all costs to complete the Work. including profit overhead etc unless otherwise specified in the Contract Documents. All applicable sales taxes Federal and/or State and any other special taxes patent rights or royalties shall be included in the prices quoted in this Bid. B. Basis of Award AWARD OF THE CONTRACT WILL BE MADE ON THE BASIS OF THE LOWEST RESPONSIVE AND RESPONSIBLE BID. THE LOWEST BID IS DEFINED AS THE"TOTAL AMOUNT OF BID" LISTED IN THIS BID, UNLESS OTHERWISE SPECIFIED BELOW. Note 1: Base Bid. Includes all costs necessary to furnish all labor, materials, equipment and services for the construction of the Project per the Invitation for Bids. BF-14 SCHEDULE OF PRICES C-BF-021115 CONTRACT NO.J-126L SAFETY IMPROVEMENTS PROGRAM Page 1 of 2 Bid Submitted By: sOA Cem[eac[ion IN.m.wRrml EXHIBIT A SCHEDULE OF PRICES BASE BID ITEMS(Refer to Nola 1 in the Instrose ans): Ha oeavlpaun x.urni 41 = F$.0�2.11IO 5tl.Mea PXa. 1. MoMtiTAtion,initial progress Moral for all fees,labor,materials aral equipment required for mobilization,stagag area,and Bonds,in Lump Sum00.00 conformance with th Contact Documenh,for Me lump sum price of.. 2. Furnish all hall materials,and equipment na xam ery ar Me completion of Me Contact Work,except for the Wads specified In llem No.i above,In Lump Sum .on conformance wile the Contract Documents,for the lump sum price of. TOTAL AMOUNT of BID (BASISOfAWARD) fu2,700.00 BF-14 SCHEDULE OF PRICES "F421115 CONTRACT NO.J-12111 SAFETY IMPROVEMENTS PROGRAM Page 2 0 2 OPERATIONS COMMITTEE Meeting Date To6d.of Dir. 06/06/18 06/27/18 AGENDA REPORT Item Number Item Nu bar 4 6 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: LIGHTING SYSTEMS INSPECTIONS, MAINTENANCE, AND REPAIR SERVICES FOR OCCUPIED BUILDINGS GENERAL MANAGER'S RECOMMENDATION A. Approve a Service Contract with Inter-Pacific, Inc., Specification No. S-2018- 90713D, to provide lighting systems inspections, maintenance, and repair services at Plant Nos. 1 and 2, for one 3-year period from August 1, 2018 through July 31, 2021, for an amount not to exceed $560,200, with one 3-year renewal option; and B. Approve a contingency of$112,040 (20%)for each 3-year contract period. BACKGROUND The occupied building lighting systems at the Orange County Sanitation District's (Sanitation District) Plant Nos. 1 and 2 consist of approximately 4,680 fixtures of varying types located in various administrative and maintenance buildings and trailers. The lighting systems and fixtures require constant servicing. Currently, an estimated two full-time electricians are required to maintain and repair the lighting systems in occupied buildings. The electricians are highly trained for critical work in process areas, servicing of highly complex medium and low voltage electrical distribution systems within the treatment plants and pump stations, and for work in confined spaces and hazardous environments. Enhanced electrical maintenance requirements for medium and low voltage equipment are being driven by new NFPA standards; therefore, refocusing highly trained electrical staff away from maintaining lighting systems in occupied buildings to meeting the new NFPA standards requirements will be a more cost-effective use of staff resources. RELEVANT STANDARDS Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard Ensure the public's money is wisely spent Page 1 of 3 PROBLEM New NFPA70B electrical maintenance standards will place additional resource burdens on maintenance staff. Maintaining and repairing the lighting systems and fixtures of varying types within occupied buildings at the Sanitation District's treatment plants require approximately two electrical maintenance staff that can be better utilized by redirecting their efforts to the new NFPA70B requirements. PROPOSED SOLUTION Approve a service contract with Inter-Pacific, Inc. to provide lighting systems inspections, maintenance, repair services, and replacement of older, less efficient lamps and fixtures, with reduced wattage and energy saving LED versions where feasible in occupied buildings, therefore enabling highly trained electrical maintenance staff to refocus their efforts on electrical distribution systems and implement the new NFPA70B standards. TIMING CONCERNS Board approval is necessary to ensure the Sanitation District has the resources to meet the workload demands to support the servicing of lighting systems while simultaneously providing service to the electrical distribution systems within the process areas in accordance with enhanced preventative maintenance requirements that comply with NFPA70B standards. RAMIFICATIONS OF NOT TAKING ACTION Maintenance and repair services to occupied building lighting systems will continue to be performed by in-house electrical maintenance staff. Implementation of NFPA70B standards will be extended over a longer time period and/or using contract services for the NFPA70B work to be performed. ADDITIONAL INFORMATION The Sanitation District issued a Notice Inviting Bids in January of 2018. Six (6) bids were received as follows: Amtek Construction (withdrew bid due to error) $335,547 Inter-Pacific, Inc. $560,200 J. Kim Electric, Inc. $623,479 R.T. Contractor $626,325 M. Bray Electric, Inc. $838,734 Econolite $899,389 Shimmick Construction $984,995 Amtek Construction withdrew their bid due to a clerical error which resulted in an incorrect bid total. Inter-Pacific, Inc. was found to be the lowest responsive and Page 2 of 3 responsible bidder; therefore, staff recommends awarding to the firm. Services under this contract will include re-lamping, with the option of replacement of older less efficient lamps and fixtures with energy-saving LED versions, fixture cleaning, and testing proper operations of emergency lighting and exit signs. The contract is for a three-year duration. All materials will be provided by the Sanitation District. A contingency of 20% is recommended because of the potential for additional work which may be required to retrofit LED lamps and fixtures once the fixtures are disassembled. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the FY17-18 Operating Budget, Division 870 and 880 Plant Nos. 1 and 2 Maintenance (Section 6, Pages 92 and 96, Line item: Repairs and Maintenance). Date of Approval Contract Amount Contingency 06/27/2018 $560,200 $112,040(20%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (m1w.ocsd.com) with the complete agenda package: • Service Contract Page 3 d 3 SERVICE CONTRACT Lighting Systems Inspection, Maintenance, and Repairs in Occupied Building at Plant 1 &2 Specification No. 5-2018-907BD THIS CONTRACT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and Inter-Pacific, Inc. with a principal place of business at 1421 Edinger Ave. Tustin, CA 92780 (hereinafter referred to as "Contractor") collectively referred to as the "Parties". WITNESSETH WHEREAS, OCSD desires to temporarily retain the services of Contractor for Lighting Systems Inspection, Maintenance,and Repairs in Occupied Building at Plant 1 &2"Services"as described in Exhibit "A"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-52; and WHEREAS, on June 27, 2018, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish such Services, NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 1. Introduction 1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in Exhibit"A". 1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Exhibits to this Contract are as follows in order of precedence: Exhibit "A" Scope of Work and all its Appendices(1 and 2),Addenda 1 issued on February 1, 2018. and Addenda 2 issued on February 21, 2018. ® In these documents the order of precedence shall be: Addendum 2 issued on February 21, 2018 Addendum 1 issued on February 1, 2018 Scope of Work including Appendix 1 and Appendix 2 Exhibit'B" Bid Price Form Exhibit"C" Acknowledgement of Insurance Requirements Exhibit"D" OCSD Safety Standards Exhibit"E" Not Used Orange County Sanitation District 1 of 10 Specification No. S-2018-9078D Version 052217 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects govern and control. 1.4 The provisions of this Contract may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.5 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any paragraph or provision hereof. 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 The term "hours", when used in this Contract, shall be as defined in Exhibit"A". 1.9 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.10 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Contractor as a result of work performed in anticipation of purchases of said services by OCSD. 2. Compensation Compensation to be paid by OCSD to Contractor for the Services provided under this Contract shall be a total amount not exceed Five Hundred Sixty Thousand Two Hundred and No/100 Dollars ($560,200.00). 3. California Department of Industrial Relations(DIR)Registration and Record of Wages 3.1 To the extent Contractors employees and/or its subcontractors who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, Contractor and its subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. 3.2 The Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non- compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. 3.3 Pursuant to Labor Code Section 1776, the Contractor and its subcontractors shall furnish a copy of all certified payroll records to OCSD and/or general public upon request, provided the public request is made through OCSD, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the Department of Industrial Relations. 3.4 The Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). Orange County Sanitation District 2 of 10 Specification No. S-2018-9078D Version 052217 4. Payments and Invoicing 4.1 Contractor shall be paid monthly by OCSD upon approval of invoices by OCSD's Project Manager or designee, for Services rendered as required in Exhibit "A". OCSD, at its sole discretion,shall be the determining party as to whetherthe Services have been satisfactorily completed. 4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaffaOCSD.com and "INVOICE"with the Purchase Order Number and S-2018-907BD shall be referenced in the subject line. 5. Audit Rights Contractor agrees that, during the term of this Contract and for a period of Three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services identified in Exhibit"A". Contractor shall perform said Services in accordance with generally accepted industry and professional standards. 7. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. 8. Contract Term The Services provided under this Contract shall be completed within three (3) years from the effective date of the Notice to Proceed of August 1, 2018. 9. Renewals 9.1 OCSD may exercise the option to renew this Contract for up to one (1)three (3)year period based upon the criteria set forth in Exhibit "A", under the terms and conditions contained herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 9.2 This Contract may be renewed by OCSD Purchase Order. 10. Extensions The term of this Contract may be extended only by written instrument signed by both Parties. 11. Performance Time is of the essence in the performance of the provisions hereof. 12. Termination 12.1 OCSD reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon receipt of a termination notice,Contractor shall immediately discontinue all work under this Contract(unless the notice directs otherwise). OCSD shall thereafter, within thirty(30) days, pay Contractor for work performed(cost and fee)to the date of termination. Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Contractor other than for work performed to the date of termination. 12.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Contractor is not complying with the Scope of Work requirements, if the level of service is inadequate, or any other default of this Contract. Orange County Sanitation District 3 of 10 Specification No. S-2018-9078D Version 052217 12.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written notice to Contractor: • if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or • if Contractor sells its business; or • if Contractor breaches any of the terms of this Contract; or • if total amount of compensation exceeds the amount authorized under this Contract. 12.4 All OCSD property in the possession or control of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. 14. Bonds Not Used. 15. Indemnification and Hold Harmless Provision Contractor shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or be caused by Contractor's services under this Contract, or by its subcontractor(s) or by anyone directly or indirectly employed by Contractor, and whether such damage or injury shall accrue or be discovered before or after the termination of the Contract. Except as to the sole active negligence of or willful misconduct of OCSD, Contractor shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys'fees: (a)for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with Contractor's performance under the Contract, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process, or any patented or unpatented invention, article or appliance, furnished or used under the Contract, and/or (c) on account of any goods and services provided under this Contract. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Contractor of or anyone employed by or working under Contractor. To the maximum extent permitted by law, Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Contractor agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. 16. OCSD Safety and Human Resources Policies OCSD requires all Contractor and its subcontractor(s) to follow and ensure their employees follow all Federal, State, and local regulations as well as OCSD Safety Standards while working at OCSD locations. If during the course of the Contract it is discovered that OCSD Safely Standards do not comply with Federal, State, or local regulations, then the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Contractor and all of its Orange County Sanitation District 4 of 10 Specification No. S-2018-9078D Version 052217 employees and subcontractors, shall adhere to all applicable OCSD Safety Standards, SOP-102 PPE, SOP-605 LOTO, SOP-205 Electrical Safety, SOP-626 Fall Protection and Human Resources Policies found at: www.ocsd.com, "ABOUT US" (top of page), under "Transparency", click open "Safety and Human Resources Policy". All applicable OCSD Safety and Human Resources Policies are hereby incorporated by reference as though fully set forth herein in Exhibit"D". 17. Warranties In addition to the warranties stated in Exhibit "A", the following shall apply: 17.1 Manufacturer's standard warranty shall apply. All manufacturer warranties shall commence on the date of acceptance by the OCSD Project Manager or designee of the work as complete. 17.2 Contractor's Warranty (Guarantee): If within a one (1)year period of completion of all work as specified in Exhibit "A", OCSD informs Contractor that any portion of the Services provided fails to meet the standards required under this Contract, Contractor shall, within the time agreed to by OCSD and Contractor, take all such actions as are necessary to correct or complete the noted deficiency(ies) at Contractor's sole expense. 18. Liquidated Damages Not Used. 19. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 20. Freiaht (F.O.B. Destination) Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 21. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed; 2)it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 22. Reau/atory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. 23. Licenses, Permits. Ordinances and Reaulations Contractor represents and warrants to OCSD that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that pertain to the work performed under the terms of this Contract will be paid by Contractor. 24. Applicable Laws and Reaulations Contractor shall comply with all applicable Federal, State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of Contractor's noncompliance therewith. Any permission required by law to be included Orange County Sanitation District 5 of 10 Specification No. S-2018-9078D Version 052217 herein shall be deemed included as a part of this Contract whether or not specifically referenced. 25. Contractor's Employees Compensation 25.1 Davis-Bacon Act — Contractor will pay and will require all subcontractors to pay all employees on said project a salary or wage at least equal to the prevailing rate of per diem wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft or type of worker needed to perform the Contract. The provisions of the Davis- Bacon Act shall apply only if the Contract is in excess of two thousand dollars ($2,000.00) and when twenty-five percent (25%) or more of the Contract is funded by Federal assistance. If the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with are incorporated herein as a part of this Contract and referred to by reference. 25.2 General Prevailing Rate — OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which the work is to be performed for each craft or type of work needed to execute this Contract, and copies of same are on file in the Engineering Department. The Contractor agrees that not less than said prevailing rates shall be paid to workers employed on this Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each project site,which shall be made available to any interested party upon request. 25.3 Forfeiture For Violation—Contractor shall, as a penalty to OCSD,forfeit fifty dollars($50.00) for each calendar day or portion thereof for each worker paid (either by the Contractor or any subcontractor under it) less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the work provided for in this Contract, all in accordance with Section 1775 of the Labor Code of the State of California. 25.4 Apprentices—Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the Contractor shall comply therewith if the prime contract involves thirty thousand dollars ($30,000.00) or more or twenty(20)working days or more;or if contracts of specialty contractors not bidding for work through the general or prime Contractor are two thousand dollars ($2,000.00) or more or five (5)working days or more. 25.5 Workday—In the performance of this Contract, not more than eight(8)hours shall constitute a day's work, and the Contractor shall not require more than eight(8)hours of labor in a day from any person employed by it hereunder. Contractor shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at seq.)of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of twenty-five dollars ($25.00)for each worker employed in the execution of this Contract by Contractor or any subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one (1) calendar day and forty (40) hours in any one (1) week in violation of said Article. Contractor shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by Contractor in connection with the project. 25.6 Record of Wages; Inspection — Contractor agrees to maintain accurate payroll records showing the name, address, social security number, work classification, straight-time and overtime hours worked each day and week, and the actual per diem wages paid to each Orange County Sanitation District 6 of 10 Specification No. S-2018-9078D Version 052217 journeyman, apprentice, worker or other employee employed by it in connection with the project and agrees to require that each of its subcontractors do the same. All payroll records shall be certified as accurate by the applicable Contractor or subcontractor or its agent having authority over such matters. Contractor further agrees that its payroll records and those of its subcontractors shall be available to the employee or employee's representative, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards and shall comply with all of the provisions of Labor Code Section 1776, in general. Penalties for non-compliance with the requirements of Section 1776 may be deducted from project payments per the requirements of Section 1776. 26. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 27. Governing Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in the County of Orange, in the event any action is brought in connection with this Contract or the performance thereof. 26. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 29. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute goods or Services for those due from Contractor. In the event OCSD elects to "cover" as described in (3), OCSD shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods or Services and the Contract price, together with any incidental or consequential damages. 30. Dispute Resolution 30.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 30.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two(2)arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. Orange County Sanitation District 7 of 10 Specification No. S-2018-9078D Version 052217 The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for emors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 31. Attorney's Fees If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 32. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 33. Severability If any section, subsection, or provision of this Contract, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid,the remainder of this Contract or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 34. Damaae to OCSD's Property Any of OCSD's property damaged by Contractor, any subcontractors or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OCSD. 35. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. 36. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Contractor an OCSD employee. During the performance of this Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 37. Limitations upon Subcontractina and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 36. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 39. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Contractor or to its successor, or for breach of any obligation for the terms of this Contract. 40. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. Orange County Sanitation District 8 of 10 Specification No. S-2018-9078D Version 052217 41. Authority to Execute The persons executing this Contract on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. 42. Entire Contract This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 9 of 10 Specification No. S-2018-9078D Version 052217 43. Notices All notices under this Contract must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Darius Ghazi Senior Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708 Contractor: Richard Kuk President Inter-Pacific, Inc. 1421 Edinger Ave. Tustin, CA 92780 Each party shall provide the other party written notice of any change in address as soon as practicable. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Kelly A. Lore, MIMIC Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Manager INTER-PACIFIC, INC. Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 10 of 10 Specification No. S-2018-9078D Version 052217 OPERATIONS COMMITTEE Meeting Date TOBd.Of Dir. 06/06/18 06/27/1a AGENDA REPORT IWrnNumber Item Number s 7 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: AWARD AN AGREEMENT FOR LIQUID OXYGEN PURCHASE AND ASSOCIATED VAPORIZATION SYSTEM MAINTENANCE SPECIFICATION NO. C-2018-926BD GENERAL MANAGER'S RECOMMENDATION A. Award a Chemical Supplier Agreement to Airgas USA, LLC for the purchase of liquid oxygen, Specification No. C-2018-92613D, for the period beginning August 21, 2018 through August 20, 2019 for a unit price of $0.2345 per centum cubic feet (ccf) delivered, plus applicable sales tax, for a total estimated annual amount of$404,278; with four (4) one-year renewal options; B. Authorize the General Manager to approve price adjustments based upon indices from Southern California Edison's Rate Time-of-Use (TOU)-8 Base Interruptible Program (BIP) and Bureau of Labor Statistics' Employment Cost Index for subsequent agreement periods; and C. Authorize services related to routine and emergency maintenance of the Orange County Sanitation District's liquid oxygen storage and vaporization equipment for the period beginning August 21, 2018 through August 20, 2019 for a total estimated annual amount of$20,000; with four (4) one-year renewal options. BACKGROUND Orange County Sanitation District's (Sanitation District) Plant No. 2 facility requires liquid oxygen for the secondary treatment process. The purpose of applying liquid oxygen is to remove biodegradable organic matter and suspended solids. In addition to liquid oxygen supply, the agreement includes all routine and emergency maintenance activities necessary to keep the Sanitation District's liquid oxygen storage and vaporization equipment in operable and safe condition. The Sanitation District received three (3) bids which were evaluated in accordance with the Sanitation District's Purchasing Ordinance. Staff recommends awarding an agreement to Airgas USA, LLC,the lowest responsive, responsible bidder. RELEVANT STANDARDS • Comply with environmental permit requirements Page 1 of 3 Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard PROBLEM The current liquid oxygen agreement expires on August 20, 2018. PROPOSED SOLUTION Approve an agreement with Airgas USA, LLC for the purchase of liquid oxygen and related equipment maintenance and repair services. TIMING CONCERNS The Sanitation District requires a new agreement to be in place before the existing agreement expires on August 20, 2018. RAMIFICATIONS OF NOT TAKING ACTION If the new vendor is not in place before the existing agreement expiration date, the service and supply of liquid oxygen would discontinue, and the Sanitation District would not be able to provide effective secondary treatment at Plant No. 2. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION BID TABULATION The following is the bid tabulation, including estimated tax: COMPANY UNIT PRICE SUBTOTALI • • NAME 00 cubic ft) Airgas $0.2345 $375,200 $29,078 $0 $404,278 RESPONSIVE/LOW USA, LLC BID Air $0.40 $640,000 $48,000 $0 $688,000 NON-RESPONSIVE Products and Chemicals Praxair, $0 $0 $0 $0 $0 NO BID Inc. CEQA N/A Page 2 d 3 FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the FY 2017-18 Operating Budget, Division 840, Plant No. 2. (Line item: Supplies, Section 6, Page 88). Date of Approval Contract Amount Contingency 06/27/2018 $404,278 0% 06/27/2018 $ 20,000 0% ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: • Chemical Supplier Agreement Page 3 of 3 CHEMICAL SUPPLIER AGREEMENT Purchase of Liquid Oxygen (LOX) Specification No. C-2018-926BD THIS AGREEMENT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and Airgas USA, LLC with a principal place of business at 756 Santa Fe Springs Road, Santa Fe Springs, CA 90670 (hereinafter referred to as "Supplier') collectively referred to as the "Parties". WITNESSETH WHEREAS, OCSD desires to temporarily engage Supplier to provide Liquid Oxygen (LOX) as described in Exhibit"A"; and WHEREAS, Supplier submitted its Bid dated April 3, 2018; and WHEREAS, on June 27, 2018, the Board of Directors of OCSD, by minute order, authorized execution of this Agreement between OCSD and Supplier; and WHEREAS, OCSD has chosen Supplier to provide Liquid Oxygen (LOX) in accordance with Ordinance No. OCSD-52; and NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agreed as follows: 1. Introduction 1.1 This Agreement and all exhibits hereto (called the "Agreement") is made by OCSD and the Supplier. The terms and conditions herein exclusively govern the purchase of Liquid Oxygen (LOX) as described in Exhibit"A". 1.2 Exhibits to this Agreement are incorporated by reference and made a part of this Agreement as though fully set forth at length herein. Exhibit"A" Scope of Work Appendix"A-1" Process and Instrumentation Diagrams Exhibit"B" Bid Price Form Exhibit"B-1" Supplemental Maintenance Rate Form Exhibit"C" Acknowledgement of Insurance Requirements Exhibit"D" OCSD Safety Standards Exhibit"E" Not Used 1.3 In the event of any conflict or inconsistency between the provisions of this Agreement and any of the provisions of the exhibits hereto, the provisions of this Agreement shall in all respects govern and control. 1.4 This Agreement may not be modified, changed, or supplemented, nor may any obligations hereunder be waived or extensions of time for performance granted, except by written instrument signed by both Parties. 1.5 The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any section or provision hereof. Orange County Sanitation District 1 of 9 Specification No. C-2018-926BD 020718 1.6 The term "days", when used in the Agreement, shall mean calendar days, unless otherwise noted as workdays. 1.7 The term "workday". Workdays are defined as all days that are not Saturday, Sunday, or OCSD observed holidays. Meetings with OCSD staff shall be scheduled from Monday through Thursday between the hours of 8 a.m. and 4 p.m. (exception is Operations staff who maintain plant operations 24 hours per day 7 days per week and work a rotated 12- hour shift) and shall conform to OCSD work schedules. 1.8 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.9 Work Hours: The work required under this Agreement may include normal business hours, evenings, and weekends. 1.10 Supplier shall provide OCSD with all required premiums and/or overtime work at no charge beyond the total amount of the Agreement. 1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Supplier as a result of work performed in anticipation of purchases of said services by OCSD. 2. California Department of Industrial Relations(DIR)Registration and Record of Wages (Not Used) 3. Delivery 3.1 Locations: Deliveries shall be made in accordance with the Scope of Work attached hereto as Exhibit"A". 3.2 OCSD will pay only for the actual quantity of Liquid Oxygen (LOX) delivered, based upon certified tare weight and net weight.The quantity invoiced by Supplier and payable by OCSD will be for the total net weight of Liquid Oxygen (LOX)delivered (loaded gross weight minus the tare weight). Tare weight shall be determined immediately after each delivery and prior to cleaning, emptying or clearing the delivery tank. 3.3 A bill of lading shall accompany all shipments in accordance with Exhibit"K. 4. Possession Ownership and control of all Liquid Oxygen (LOX) delivered pursuant to this Agreement shall remain solely and exclusively with Supplier, until complete transfer of possession by delivery to OCSD at the designated locations is made by Supplier. 5. Quanti 5.1 OCSD makes no guarantee to actual use or quantity of Liquid Oxygen (LOX) purchased. Use may be sporadic based on the wastewater treatment requirements unique to each treatment plant. 5.2 OCSD will, through the term of this Agreement, purchase Liquid Oxygen (LOX) from Supplier exclusively, except when OCSD determines Supplier cannot make delivery within the time specified, with the quality and quantity specifed, at the Agreement price, the level of service is inadequate, OCSD unapproved increase in active dry pound rate or for any other default or breach of this Agreement. In such event, OCSD may purchase Liquid Orange County Sanitation District 2 of 9 Specification No. C-2018-926BD 020718 Oxygen(LOX)elsewhere and charge Supplier any difference in the delivered price to OCSD from that provided in this Agreement, or alternatively, OCSD may terminate the Agreement based on said breach or failure to deliver the specified product. Quality control tests will be performed by OCSD on the delivered Liquid Oxygen (LOX) to ensure it is consistent with the requirements specified in Exhibit"A". 6. Pricina and Invoicing 6.1 Supplier will invoice for Liquid Oxygen (LOX) delivered in accordance with Exhibit "A", and in accordance with the unit price(s) listed in the Bid Price Form attached hereto as Exhibit "B". The applicable unit price appears on the Bid Price Form is$0.2345. Prices shall include all cartage and taxes except California State Sales Tax.The sales tax will be paid by OCSD. 6.2 OCSD shall pay, net thirty (30) days, upon receipt and approval by OCSD of itemized invoices, submitted in a form acceptable to OCSD to enable audit of the charges thereon. Supplier shall email invoices to OCSD Accounts Payable at APStaffe-OCSD.com and "INVOICE" with the Purchase Order Number, Specification No. C-2018-926BD and Liquid Oxygen (LOX)shall be referenced in the subject line. All invoices shall include a description of the delivery location, the delivery date and the unit price(s). 7. Modifications 7.1 This Agreement may be modified or changed only by written instrument in the form of an amendment to this Agreement signed by both Parties. 7.2 Pricing modifications: The prices established in this Agreement shall remain firm for the one- year term of this Agreement. Any adjustments made will allow for increases or decreases in the manufactured cost of the Liquid Oxygen (LOX)and will be based upon the provision set forth in Exhibit"A", if mutually acceptable terms can be negotiated. Adjustments will only be reviewed on an annual basis. OCSD reserves the right to agree with or reject the proposed unit price increase or decrease. 7.3 Price changes may be made through the OCSD Purchase Order Process. 8. Agreement Term The services provided under this Agreement shall be for the period of one (1)year commencing on August 21, 2018 and continuing through August 20, 2019. 9. Renewals 9.1 OCSD may exercise the option to renew the Agreement for up to four (4) one-year periods based upon the criteria set forth in Exhibit "A", if mutually acceptable terms can be negotiated.OCSD shall make no obligation to renew nor give reason if it elects not to renew. The prices established in the original Agreement may be adjusted.The adjustment will allow for any increase or decrease in the manufactured cost of Liquid Oxygen (LOX) and will be based upon the provision set forth in Exhibit "A", if mutually acceptable terms can be negotiated.Adjustments will only be reviewed on an annual basis. OCSD reserves the right to agree with or reject the proposed unit price increase or decrease. 9.2 Renewals may be made through the OCSD Purchase Order Process. 10. Termination 10.1 OCSD reserves the right to terminate this Agreement for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD. Upon receipt of a termination notice, Supplier shall immediately discontinue all work under this Agreement (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Orange County Sanitation District 3 of 9 Specification No. C-2018-926BD 020718 Supplier for work performed (cost and fee) to the date of termination. Supplier expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Agreement. Such notice of termination shall terminate this Agreement and release OCSD from any further fee, cost, or claim hereunder by Supplier other than for work performed to the date of termination. 10.2 OCSD reserves the right to terminate this Agreement immediately upon OCSD's determination that Supplier is not meeting specification requirements for delivery of quantities needed, the level of service is inadequate, for poor quality of product, for OCSD unapproved increase in unit price(s), or any other default or breach of this Agreement. 10.3 OCSD may also immediately terminate for default of this Agreement in whole or in part by written notice to Supplier: • if Supplier becomes insolvent or files a petition under the Bankruptcy Act; or • if Supplier sells its business; or • if Supplier breaches any of the terms of this Agreement; or • if total amount of compensation exceeds the amount authorized under this Agreement. 10.4 All OCSD property in the possession or control of Supplier shall be returned by Supplier to OCSD upon demand, or at the termination of this Agreement, whichever occurs first. 11. Indemnification and Hold Harmless Supplier shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or be caused by Supplier's services under this Agreement, or by its subcontractor(s) or by anyone directly or indirectly employed by Supplier, and whether such damage or injury shall accrue or be discovered before or after the termination of the Agreement. Except as to the sole active negligence of or willful misconduct of OCSD, Supplier shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys' fees: (a) for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with Suppliers performance under this Agreement, and/or (b) on account of any goods and services provided under this Agreement. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Supplier of or anyone employed by or working under Supplier. To the maximum extent permitted by law, Suppliers duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Supplier agrees to provide this defense immediately upon written notice from OCSD,and with well qualified,adequately insured, and experienced legal counsel acceptable to OCSD. This section shall survive the expiration or early termination of the Agreement. 12. Insurance Supplier shall purchase and maintain, throughout the life of this Agreement and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements attached hereto as Exhibit "C". Supplier shall not commence work under this Agreement until all required insurance is obtained in a form acceptable to OCSD, nor shall Supplier allow any subcontractor(s) to commence services pursuant to a subcontract until all insurance required of the subcontractor(s) has been obtained. Failure to maintain required insurance coverage shall result in termination of this Agreement. Orange County Sanitation District 4 of 9 Specification No. C-2018-926BD 020718 13. Equipment Loss OCSD will be responsible for any loss or damage to Supplier-owned equipment, when OCSD determines OCSD is at fault, only to the extent of OCSD's fault, and will reimburse Supplier for such loss or damage upon receipt of invoices, minus a deduction for any amount determined to be the fault of Supplier or its subcontractor(s)or a third party. 14. Conflict of Interest and Reporting Supplier shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Agreement. 15. Supplier's Relationship to OCSD Supplier's relationship to OCSD in the performance of this Agreement is that of an independent contractor. The personnel performing Services under this Agreement shall, at all limes, be under Supplier's exclusive direction and control, and shall be employees of Supplier and not employees of OCSD. Supplier shall pay all wages, salaries and other amounts due its employees in connection with this Agreement, and shall be responsible for all legal reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation,worker's compensation and similar matters. 16. OCSD Safety Standards 16.1 General: In addition to the requirements set forth in Exhibit "A", Supplier shall meet with personnel from OCSD's Risk Management Division prior to providing services to OCSD to review safety and accident prevention policies and procedures. All subcontractors should be present at this meeting. Supplier is responsible to inform all subcontractors of the items discussed at this meeting. Supplier shall not be permitted to provide services to OCSD prior to this meeting. 16.2 OCSD requires Supplier and its subcontractor(s)to follow and ensure their employees follow all Federal, State, and local regulations as well as OCSD Safety Standards while working at OCSD locations. If during the course of the Agreement it is discovered that OCSD Safety Standards do not comply with Federal, State, or local regulations, then the Supplier is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Supplier and all of its employees and subcontractors, shall adhere to all applicable OCSD Safety Standards attached hereto as Exhibit"D". In addition to the requirements stated above, Supplier shall adhere to the following OCSD Safety requirements: Most current Chemical Delivery Procedures, SOP-001, SOP-102 PPE, SOP-607 Hazard Communication. These OCSD Safety requirements are available at: OCSD.com, click open "ABOUT US" (top of page), under"Transparency'click open "Safety and Human Resources Policy", click open "Safety Policies" and "Chemical Delivery Procedures". 17. Drug-Free Workplace All employees of Supplier who will perform work under this Agreement must adhere to the California Drug-Free Workplace Act, Government Code Sections 8350 through 8357. 18. Assignments Neither this Agreement nor any interest herein or any claim hereunder may be assigned by Supplier either voluntarily or by operation of law, nor may all or substantially all of this Agreement be further subcontracted by Supplier without the prior written consent of OCSD. 19. Attorney's Fees If any action at law or inequity 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. Orange County Sanitation District 5 of 9 Specification No. C-2018-926BD 020718 20. Permits. Ordinances and Regulations Any and all fees required by Federal, State, County, City and/or municipal laws,codes and/or tariffs that pertain to work performed under the terms of this Agreement shall be paid by Supplier. Fees demanded for obtaining certificates, including associated inspection fees and expenses of regulatory inspectors shall be paid by Supplier. 21. Training Certification When required by regulation, certificates of training shall be maintained on-site for the duration of the activity that requires an employee of Supplier to be certified. Certificates shall be current. Lack of certificates when required will be cause for removal of offending personnel from the site, termination of the Agreement, or both. 22. Compliance with Law Supplier warrants that under the performance of this Agreement, it shall comply with all applicable Federal, State and local laws, and all lawful orders rules and regulations thereunder. In connection with the execution of this Agreement, Supplier shall not discriminate against employees or an applicant for employment because of race, religion, color, sex or national origin. Supplier shall take affirmative action to ensure that applicants are employed and employees are treated during their employment without regard to their race, religion, color, sex or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; lay-off or termination; rate of pay, or other forms of compensation; and selection for training, including apprenticeship. 23. Disputes 23.1 This Agreement shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. Pending final resolution of a dispute hereunder, Supplier shall proceed diligently with the performance of this Agreement and in accordance with OCSD's decision. 23.2 In the event of a dispute as to the construction or interpretation of this Agreement, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation.The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 23.3 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of Agreement, each party shall select an arbitrator, and those two(2)arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. Orange County Sanitation District 6 of 9 Specification No. C-2018-926BD 020718 24. Right to Review Services. Facilities. and Records 24.1 OCSD reserves the right to review any portion of the services performed by Supplier under this Agreement, and Supplier agrees to cooperate to the fullest extent possible. Supplier shall furnish to OCSD such reports, statistical data, and other information pertaining to Supplier's services as shall be reasonably required by OCSD to carry out its rights and responsibilities under its agreements with its bondholders or noteholders and in connection with the issuance of its official statements and other prospectuses with respect to the offering, sale, and issuance of its bond and other obligations. 24.2 The right of OCSD to review or approve specifications, procedures, instructions, reports, test results, calculations, schedules, or other data that are developed by Supplier shall not relieve Supplier of any obligation set forth herein. 25. Incorporated Documents 25.1 The Scope of Work, Bid, Acknowledgement of Insurance Requirements, and OCSD Safety Standards are hereby incorporated into and made a part of this Agreement, and unless modified or changed hereinabove, are controlling for all matters pertaining to the supply of Liquid Oxygen (LOX) and the manner of performance thereof. 25.2 In the event of any conflict or inconsistency between the provisions of this Agreement and any of the provisions of the other incorporated documents, the provisions of this Agreement shall in all respects govern and control. 26. Severability Any provision of this Agreement which is found to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, and the invalidity or unenforceability of such provision shall not affect the validity or enforceability of the remaining provisions hereof. 27. Waiver The waiver of either party of any breach or violation of, or default under, any provision of this Agreement, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Agreement or default thereunder. 2& Breach Any breach by Supplier to which OCSD does not object shall not operate as a waiver of OCSD to seek remedies available to it for any subsequent breach. 29. Public Contracts Law OCSD is subject to the provisions listed in the prevailing wage determination made by the Director of Industrial Relations pursuant to California Labor Code part 7, Chapter 1, Article 2, Sections 1770, 1773 and 1773.1. It is agreed that all provisions of law applicable to public contracts are part of this Agreement to the same extent as though set forth herein and will be complied with by Supplier. Supplier shall not pay less than the prevailing wage. 30. South Coast Air Quality Management District's (SCAQMD) Requirements It is Supplier's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District(SCAQMD). All work practices,which may have associated emissions, shall comply with the appropriate rules and regulations of the SCAQMD. 31. Performance Time is of the essence in the performance of the provisions hereof. Orange County Sanitation District 7 of 9 Specification No. C-2018-926BD 020718 32. Familiarity with Work By executing this Agreement, Supplier warrants that: 1) it has investigated the work to be performed; 2)it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Agreement. Should Supplier discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Supplier's risk, until written instructions are received from OCSD. 33. Damage to OCSD'S Property Any OCSD property damaged by Supplier, its subcontractor(s), or by the personnel of either will be subject to repair or replacement by Supplier at no cost to OCSD. 34. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than OCSD and Supplier. 35. Authority to Execute The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the Parties are formally bound. 36. Read and Understood By signing this Agreement, Supplier represents that it has read and understood the terms and conditions of the Agreement. 37. Entire Agreement This Agreement constitutes the entire Agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. 38. Notices All notices under this Contract must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Cori Voss Senior Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708 Supplier: Sean Abramson Bulk Sales Specialist Airgas USA, LLC 756 Santa Fe Springs Road Santa Fe Springs, CA 90670 Each party shall provide the other party written notice of any change in address as soon as practicable. Orange County Sanitation District 8 of 9 Specification No. C-2018-926BD 020718 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Agreement to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Manager Airgas USA, LLC Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 9 of 9 Specification No. C-2018-926BD 020118 OPERATIONS COMMITTEE Meeting Date TOBd.Of Dir. 06/06/18 06/27/18 AGENDA REPORT IternNamber Item Number 7 s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: PLANT NO. 1 FLEET SERVICES UST LEAK REMEDIATION, PROJECT NO. FE14-05 GENERAL MANAGER'S RECOMMENDATION Reject the bid from Engineering/Remediation Resources Group, Inc. (ERRG) as "Non- Responsive" due to its failure to comply with the Invitation for Bids requirements. BACKGROUND Previously, the Orange County Sanitation District (Sanitation District) stored fuel in an underground storage tank (UST) near the Fleet Services Building at Plant No. 1. After a leak was discovered, the tank was removed from service. By that point, the soil was already impacted with petroleum fuels, primarily Methyl Tertiary Butyl Ether (MTBE). To mitigate the impacts, a corrective action plan using bucket auger excavation to approximately 20 feet below grade was submitted to the Orange County Health Care Agency (OCHCA). RELEVANT STANDARDS • Comply with environmental permit requirements • California Public Contract Code Section 20103.8: Award Construction Contract to lowest responsive, responsible bidder PROBLEM The design for the site soil remediation was completed and the project was advertised for bids on March 20, 2018. One bid from Engineering/Remediation Resources Group, Inc. (ERRG)was received on May 1, 2018. As discussed under Additional Information below, an evaluation concluded that the bid was non-responsive because the bidder failed to comply with the requirement to self-perform 30% of the total contract price. In addition, the bidder relied on the experience qualifications of a subcontractor that did not comply with Sanitation District's safety requirements. Subsequent review revealed that the specified bucket auger excavation method significantly limited the pool of contractors. This method was specified to avoid the need for shoring and dewatering. Page 1 of 3 PROPOSED SOLUTION Reject the ERRG bid as non-responsive to the Invitation for Bids. Staff intends to revise the bid documents by allowing an alternative excavation method and re-advertise the project. TIMING CONCERNS The Sanitation District needs to move forward with the site remediation and comply with Orange County Health Care Agency requirements. RAMIFICATIONS OF NOT TAKING ACTION Withoutthis project, the contaminant mass will remain in the subsurface and groundwater will be further impacted. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The Sanitation District advertised Project No. FE14-05 for bids on March 20, 2018 and one sealed bid was received on May 1, 2018. A summary of the bid opening follows: Total Project Budget $ 1,487,311 Engineer's Estimate $ 819,000 Bidder Amount of Bid Engineering/Remediation Resources Group, $ 1,199,268 Inc. (ERRG) In accordance with Sanitation District policies and procedures, staff evaluated the apparent low bidder, Engineering/Remediation Resources Group, Inc. That evaluation and subsequent correspondence with ERRG concluded that they were non-responsive due to their failure to comply with the contract requirement that the Contractor self- perform at least 30% of the total Contract Price. Based on the provided data by ERRG, the amount of work to be self-performed by the bidder is approximately 26%. In addition, Invitation for Bid documents required the Contractor or subcontractor performing the excavation to have a minimum level of auger excavation experience. ERRG relied on their proposed subcontractor, D.J. Scheffler & Nye, Inc. (Scheffler), to satisfy that requirement. Scheffler, however, does not comply with the Sanitation District's safety requirements. On May 8, 2018, a notice was sent to ERRG informing it of the bid irregularities. ERRG responded to the notice by reducing the subcontract amount for Scheffler. This Page 2 d 3 irregularity is not considered curable as revisions to the bid, after the date and time for submission, are not permissible. No documentation was provided to dispute Scheffler's noncompliance with the Sanitation District's requirements. ERRG requested the opportunity to provide a replacement subcontractor even though it reported that no local or regional company other than Scheffler has the necessary equipment to complete the work effectively and efficiently. Any interested party has seven days following notification of intent to reject the bid to file a protest. This deadline will occur prior to the June 6, 2018 Operations Committee. CEQA This project remediates soil and groundwater petroleum and diesel contamination at Sanitation District Plant No. 1 and is expected to cost less than $1 million. Therefore, the project qualifies as a minor cleanup action as defined under Section 15330 (Class 30 categorical exemption) and no further action is required. If the project costs less than $1 million, it is then exempt from CEQA under Class 30 categorical exemption set forth in California Code of Regulations, Title 14, Section 15330. Section 15330 (Class 30) exempts from CEQA "any minor cleanup actions taken to prevent, minimize, stabilize, mitigate, or eliminate the release or threat of release of a hazardous waste or substance which are small or medium removal actions costing $1 million or less." However, if the project cost is over$1 million, then an Initial Study will need to be performed to determine if a CEQA Mitigation Negative Declaration or Environmental Impact Report needs to be performed. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted under the Facilities Engineering Program - Plant (Budget FY 2017-18 Update, Appendix, Page A-9, M-FE-PLANT), and the budget is sufficient for the recommended action. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: N/A GR:dm:gc Page 3 d 3 OPERATIONS COMMITTEE Meeting Date TOBd.uf Dir. 06/06/18 6/2711 AGENDA REPORT emNumber Item Number 8 9 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: BIOSOLIDS MASTER PLAN, PROJECT NO. PS15-01 GENERAL MANAGER'S RECOMMENDATION A. Consider, receive, and certify the Final Program Environmental Impact Report for the Biosolids Master Plan, Project No. PS15-01, dated May 2018; and B. Adopt Resolution No. OCSD 18-07, entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District Certifying the Program Environmental Impact Report for the Biosolids Master Plan, Project No. PS15-01; Adopting a Statement of Facts and Findings; Adopting a Mitigation Monitoring and Reporting Program; and Approving the Biosolids Master Plan, Project No. PS15-01. BACKGROUND One of eight strategic goals Orange County Sanitation District (Sanitation District) identified in the 2013 Five-Year Strategic Plan was to study future biosolids management options and solids handling facilities improvements. Biosolids are nutrient-rich treated organic material recovered through the treatment of wastewater that can be recycled as a soil amendment. Effective management of biosolids is critical to resource recovery and permit compliance. In addition, management of biosolids is the largest single-cost item in the Sanitation District's budget. In December 2015, the Board of Directors approved an agreement with Black & Veatch to prepare a Biosolids Master Plan. The study, completed in 2017, identified facility options to generate a biosolids product that could meet future regulations for a sustainable biosolids beneficial use market and made recommendations for future capital facilities improvements. Subsequent to the Biosolids Master Plan, a Programmatic Environmental Impact Report has been prepared for all recommended capital facilities to comply with the California Environmental Quality Act. RELEVANT STANDARDS • Listen to and seriously consider community input on environmental concerns • Sustain 1, 5, 20-year planning horizons • Ensure the public's money is wisely spent Page 1 of 4 1276106A PROBLEM The age and vulnerable condition of the Plant No. 2 digesters generate the need for their rehabilitation or replacement. The 18 digesters were built in the time range of 1959 to 1979. No major structural rehabilitation has been done since the digesters were built. A recent planning study, Project No. SP-186, Plant No. 2 Digesters and Tunnels Seismic Evaluation, determined that all Plant No. 2 digesters have a risk of structural failure in the event of major liquefaction or other seismic event. Significant ground improvements and structure improvements will be needed to reduce the risk of structural failure and bring the structures up to the current seismic code. The study recommended adding new thermophilic digesters and batch tanks, and refurbishing some existing digesters as the most resilient, lowest lifecycle cost. PROPOSED SOLUTION Approve the Biosolids Master Plan, Project No. PS15-01, and complete the CEQA process so the future projects may proceed into design, construction, and eventual completion. TIMING CONCERNS The Sanitation District may not commit to projects proposed by the Biosolids Master Plan until the CEQA process has been completed. The first project is the Interim Food Waste Receiving Facility, Project No. P2-124, which is scheduled for award of a design agreement in September 2018. RAMIFICATIONS OF NOT TAKING ACTION The projects identified in the Biosolids Master Plan may not proceed without this environmental finding. PRIOR COMMITTEE/BOARD ACTIONS December 2015 - Approved a Professional Design Services Agreement with Black & Veatch to provide professional services for Biosolids Master Plan, Project No. PS15-01, for an amount not to exceed $2,965,556; and approved a contingency of$296,556 (10%). ADDITIONAL INFORMATION The Biosolids Master Plan lists nine projects to be completed over a period of more than 20 years, including replacing most of the digester complex at Plant No. 2, demolishing existing digesters, constructing support facilities, and relocating some existing facilities. The project will also construct the Interim Food Waste Receiving Facility, Project No. P2-124. Page 2 of 4 1276106.1 As part of the Biosolids Master Plan, and the associated CEQA documentation process, Sanitation District staff made a concerted effort to reach out to interested parties, and those neighbors near Plant No. 2, where most of the work will occur. Efforts included a Saturday Open House at Plant No. 2 in September 2016, a Scoping Meeting in July 2017, and a Public Meeting following issuance of the draft PEIR in March 2018. CEQA The Sanitation District, as lead agency, prepared an Initial Study analyzing the Biosolids Master Plan potential environmental impacts. Based on the Initial Study, the Sanitation District determined that a Program Environmental Impact Report is the best way to proceed. The Sanitation District subsequently issued a Notice of Preparation (NOP)that was made available for a 30-day public review period from July 14, 2017 to August 13, 2017. The NOP was also submitted to the State Clearinghouse (State Clearinghouse No. 2017071026). A Draft Program Environmental Impact Report (Draft PEIR) was developed and distributed for a 45-day public review period from February 14, 2018 to April 2, 2018. A public hearing was held on March 15, 2018. The Final Program Environmental Impact Report (Final PEIR) (State Clearinghouse No. 2017071026) found that the project's significant environmental impacts can be avoided or reduced to less than significant levels through the adoption of mitigation measures. These conclusions are supported by additional findings by the Sanitation District that the proposed mitigation measures are feasible and will avoid or substantially reduce any significant environmental effects of the project. These findings are described in the Facts and Findings Regarding the Environmental Effects for the Biosolids Master Plan ("Statement of Facts and Findings') that was prepared for this project and attached to Resolution No. OCSD 18-07 as Exhibit B. The mitigation measures are identified in the Final PEIR and Statement of Facts and Findings are described in the Mitigation Monitoring and Reporting Plan prepared for this project and included in the Final PEIR. Because the project, as mitigated, poses no significant environmental impacts, CEQA does not require the Sanitation District to make additional findings regarding recommended project alternatives, or adopt a statement of Overriding Considerations in relation to this project. The Sanitation District received eight comments on the Draft PEIR, which are included in Chapter 2 of the Final PEIR. The comments were from public agencies, as well as members of the public. Pursuant to CEQA Guidelines Section 15088(c), the Final PEIR includes written responses to those comments (Chapter 3). Shown below are examples of the comments received with responses. California Department of Fish and Wildlife raised concerns about potential impacts on the Light-Footed Ridgway's Rail in the adjacent Talbert Marsh. A mitigation measure addresses those concerns by using a qualified biologist to monitor and recommend appropriate measures when those birds are identified in the area. Page 3 of 4 1276106.1 South Coast Air Quality Management District(SCAQMD) raised concerns that emissions estimates include overlapping construction and operational activities. A detailed analysis confirmed that with the proposed mitigation measures, the combined and overlapping emissions would be below regulatory thresholds. SCAQMD also requested a discussion of how the Sanitation District would comply with a list of SCAQMD rules and regulations. The requested discussion was included in the Final EIR. Patrick O'Sullivan, noted cumulative adverse impacts from multiple non-Sanitation District projects including Poseidon, AES, Ascon, and Shopoff. His comments were addressed by noting that cumulative effect of these other projects was evaluated, and that there are no impacts that remain significant after mitigation. The proposed Resolution making the required CEQA findings and adopting the Final PEIR and Mitigation Monitoring and Reporting Program, is attached for the Board of Directors' consideration and approval. FINANCIAL CONSIDERATIONS N/A ATTACHMENTS The following attachment(s) are included in hard copy and may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: • Resolution No. OCSD 18-07 • Final Program Environmental Impact Report including the Mitigation Monitoring and Reporting Program (separate electronic document—online only) KH:sa:gc Page 4 of 4 1276106.1 RESOLUTION NO. OCSD 18-07 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT CERTIFYING THE PROGRAM ENVIRONMENTAL IMPACT REPORT FOR THE BIOSOLIDS MASTER PLAN, PROJECT NO. PS15-01; ADOPTING A STATEMENT OF FACTS AND FINDINGS; ADOPTING A MITIGATION MONITORING AND REPORTING PROGRAM; AND APPROVING THE BIOSOLIDS MASTER PLAN, PROJECT NO. PS15-01 WHEREAS, the Orange County Sanitation District (the "District') is presently considering the approval of a project known as the Biosolids Master Plan, Project No. PS15-01 (the "Project). WHEREAS, pursuant to the California Environmental Quality Act (Public Resources Code Sections 21000 et seq. ("CEQA")) and the CEQA Guidelines (California Code of Regulations, Title 14, Sections 15000 et seq.), the District, as lead agency, prepared a Draft Program Environmental Impact Report ("Draft PEIR") (State Clearinghouse Number 2017071026) that reflected the independent judgment of the District as to the potential environmental impacts of the Project and applicable mitigation measures. The Draft PEIR determined that the Program would not have significant impacts on the environment with the incorporation of feasible mitigation measures; and WHEREAS, the District has consulted with other public agencies and the general public, and provided such agencies and the public with the opportunity to provide written and oral comments on the Project and the Draft PEIR as required by CEQA, including a public review period of 45 days which commenced on February 14, 2018 and ended on April 2, 2018; and WHEREAS, on March 15, 2018, District staff held a public meeting to provide a further opportunity for public agencies and the general public to comment on the Draft PEIR; and WHEREAS, the District has reviewed the comments received and has responded in the Final Program Environmental Impact Report (`Final PEIR") to all significant environmental issues raised during the review and consultation process; WHEREAS, the comments received on the Draft PEIR, either in full or in summary, together with the Districts responses, have been included in the Final PEIR for the proposed Project; and OCSD 18-07-1 1313972.1 WHEREAS, the Final PER, including the comments received by the District on the Draft PER, has been presented to the District's Board of Directors(the"Board")for review and consideration prior to the approval of, and commitment to, the Project, and the certification of the Final PEIR, adoption of the Statement of Facts and Findings, and approval of the Mitigation Monitoring Program is consistent with the provisions of CEQA. NOW, THEREFORE, the Board of Directors of the Orange County Sanitation District DOES HEREBY RESOLVE, DETERMINE AND ORDER: 1. The Board of Directors certifies that the Final Program Environmental Impact Report, attached to this Resolution as Exhibit A, including comments and responses thereto, has been completed in compliance with CEQA and represents a complete and adequate description of the environmental conditions of the proposed Project; 2. The Board of Directors has independently reviewed and considered the Final Program Environmental Impact Report together with all comments received during the public review process; 3. The Final Program Environmental Impact Report reflects the independent judgment and analysis of the Board; 4. The Board of Directors adopts the Facts and Findings Regarding the Environmental Effects for the Biosolids Master Plan Project ("Statement of Facts and Findings"), attached to this Resolution as Exhibit B, including all findings regarding the potentially significant environmental impacts of the proposed Project; 5. The Board of Directors has independently reviewed and considered the Statement of Facts and Findings prepared for the proposed Project; 6. The Board of Directors finds on the basis of the whole record before it that there is no substantial evidence that the Project, as mitigated, will have a significant effect on the environment; 7. The Board of Directors finds that the recommended mitigation measures contained in the Final Program Environmental Impact Report shall be implemented and adopts the Mitigation Monitoring and Reporting Program (the "MMRP"), included in Exhibit A, to ensure that all mitigation measures will be implemented; 8. The Final Program Environmental Impact Report has been completed in compliance with the requirements of CEQA and is hereby certified; OCSD 18-07-2 1313972.1 9. The Board of Directors approves the Biosolids Master Plan Project, Project No. Psi 5-01. 10.The documents and other materials that constitute the record of proceedings on which the Board of Directors decision is based are located at the District Administration Offices, 10844 Ellis Avenue, Fountain Valley, CA 92708 and the custodian for these documents is the Clerk of the Board. 11.District staff is authorized and directed to file the Notice of Determination (NOD) and any other documents in accordance with the requirements of CEQA. PASSED AND ADOPTED at a regular meeting of the Board of Directors held June 27, 2018. Gregory C. Sebourn, PLS Board Chairman ATTEST: Kelly A. Lore, MMC Clerk of the Board OCSD 18-07-3 1313972.1 STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 18-07 was passed and adopted at a regular meeting of said Board on the 2711 day of June 2018, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 271h day of June 27, 2018. Kelly A. Lore, MMC Clerk of the Board of Directors Orange County Sanitation District OCSD 18-07-4 1313972.1 OPERATIONS COMMITTEE Meeting Date TOBd.ofDir. 06/06/18 06/27/18 AGENDA REPORT emNamber Item Number 9 10 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: BIOGAS SCRUBBING PROCESS IMPROVEMENT, PROJECT RE17-02 GENERAL MANAGER'S RECOMMENDATION A. Approve a sole source Professional Consultant Services Agreement to provide Biogas Scrubber Evaluation, Phase 3 Pilot Testing Services, with Carollo Engineers, Inc. for an amount not to exceed $656,783; B. Approve a contract contingency of$98,517 (15%); and C. Approve a royalty agreement with Carollo Engineers, Inc., to affirm Carollo's obligation to provide the Orange County Sanitation District with 20% of the net revenue from licensing. BACKGROUND Biogas from digesters contains contaminants that must be removed before the gas can be used in the Central Generation engines. Currently, this is done with the addition of chemicals and the use of carbon filters. Through the Research Program, the Orange County Sanitation District (Sanitation District) has found a scrubbing process invented by Carollo Engineers, Inc. (Carollo) that uses only water to remove contaminants from biogas. The Sanitation District has been working with Carollo to develop, test, and optimize this process. Initial evaluations of the new process were positive, and staff is now recommending a pilot test. RELEVANT STANDARDS Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard PROBLEM The current processes for removing contaminants from biogas are expensive and require added chemicals. In addition, since the same chemical is used sequentially in the primary clarifiers and the digesters, modifications to the primary clarifiers using other additives are not possible as long as both process steps are tied to using this chemical. Page 1 of 3 PROPOSED SOLUTION Perform pilot-scale testing on the biogas scrubbing process so it can be determined if a full-scale system is feasible. TIMING CONCERNS The new process may allow for the elimination or reduction of existing chemicals and activated carbon filters for biogas scrubbing that can result in eventual operating cost savings. These cost savings may not be realized if this pilot testing is not performed. RAMIFICATIONS OF NOT TAKING ACTION The reduction in chemicals and activated carbon usage can result in significant savings that may never be realized if the pilot-scale study is not performed and an eventual full-scale system installed. PRIOR COMMITTEE/BOARD ACTIONS May 2016 - Authorized staff to negotiate a Sole Source Contract with Carollo Engineers for large-scale pilot testing of a biogas scrubbing process. July 2014 - Authorized Sole Source Contract ("Biogas Scrubbing Process — Engineering Evaluation by Carollo Engineers")for$106,075, plus 10% contingency ($10,600). ADDITIONAL INFORMATION The Carollo gas scrubbing process takes advantage of a wastewater treatment plant's abundant water supply using secondary treated wastewater. All water used in this process is recycled and still available for reclamation. The process uses a simple mixer and a gas/water separator to scrub the gas of contaminants. Due to the low solubility of methane (the fuel component of biogas) compared to the contaminants, nearly all the methane is recovered. In Phase 1 proof-of-concept testing at the Sanitation District in 2013, high removals of hydrogen sulfide (100%) and siloxanes (98%) were shown. No added chemicals are needed with this process. The removal of carbon dioxide will also raise the heat value of the biogas and potentially aid in the sale of future excess gas when the Sanitation District is energy independent. Phase 1 of this work included two days of proof-of-concept testing in 2013. Phase 2 began in July 2014 and included evaluation of the expected performance, costs, and equipment requirements for full-scale applications of the process at the Sanitation District's treatment plants. The Phase 2 study identified additional performance data that would be needed to fully evaluate the feasibility of replacing the current practices with this scrubbing process. This recommended pilot testing will constitute Phase 3 of the work and will generate the data that is needed. Page 2 of 3 During Phase 2 work, the Sanitation District established a royalty-free perpetual license agreement with Carollo Engineers to use the technology and will receive 20%of all royalty revenue that comes from licensing the process to others. For Phase 3 pilot testing and beyond, General Counsel recommended the license agreement be revised. The revised agreement contains similar provisions as its predecessor. CEQA The project is exempt from CEQA under the Class 6 categorical exemptions set forth in California Code of Regulations sections 15306, Information Collection. Section 15306 (Class 6) exempts from CEQA basic data collection research, experimental management and resource evaluation activities which do not result in a serious or major disturbance to an environmental resource. A Notice of Exemption was filed with the OC Clerk-Recorder on March 1, 2018. The project expands testing of a newly invented process which is in the data collection, research, experimental management, and evaluation phase. FINANCIAL CONSIDERATIONS Carollo will be providing in-kind contribution to this project through services amounting to approximately $73,300. This request complies with authority levels of the Sanitation District's Purchasing Ordinance. Budget for this item has been included in the Research Program (M- Research) budget for Fiscal Year 2017-18. (Line Item: FY2017-18 Update, Appendix Page A-9). Date of ADDroval Contract Amount Continaencv 05/23/2018 $656,783 $98,517 07/23/2014 $106,075 $10,600 ATTACHMENT The following attachment(s) maybe viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Sole Source Professional Consultant Services Agreement • Royalty Agreement JB:sa:gc Page 3 of 3 SOLE SOURCE PROFESSIONAL CONSULTANT SERVICES AGREEMENT Biogas Scrubber Evaluation, Phase 3 Pilot Testing Specification No. RE17.02 THIS AGREEMENT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and Carollo Engineers, Inc. with a principal place of business at 3150 Bristol Street, Suite 500, Costa Mesa, CA 92626(hereinafter referred to as "Consultant") collectively referred to as the "Parties". WITNESSETH WHEREAS, based on Consultant's expertise and experience, OCSD desires to temporarily engage Consultant to provide Biogas Scrubber Evaluation, Phase 3 Pilot Testing "Services" as described in Exhibit"A"; and WHEREAS, Consultant submitted its Proposal, dated April 21, 2017; and WHEREAS, on June 27, 2018, the Board of Directors of OCSD, by minute order, authorized execution of this Agreement between OCSD and Consultant; and WHEREAS, OCSD has chosen Consultant to conduct Services in accordance with Ordinance No. OCSD-47; and NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 1. Introduction 1.1 This Agreement and all exhibits hereto (called the"Agreement") is made by OCSD and the Consultant. The terms and conditions herein exclusively govern the purchase of Services as described in Exhibit"A". 1.2 Exhibits to this Agreement are incorporated by reference and made a part of this Agreement as though fully set forth at length herein. Exhibit "A" Scope of Work Exhibit "B" OCSD 14 SCFM Pilot Mechanical Drawings by Unison Solutions Exhibit "C" Estimated Work Effort Exhibit "D" Estimated Time of Performance Exhibit "E" Acknowledgement of Insurance Requirements Exhibit "F" OCSD Safety Standards 1.3 In the event of any conflict or inconsistency between the provisions of this Agreement and any of the provisions of the exhibits hereto, the provisions of this Agreement shall in all respects govern and control. 1.4 This Agreement may not be modified, changed or supplemented, nor may any obligations hereunder be waived or extensions of time for performance granted, except by written instrument signed by both Parties. 1.5 The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any section or provision hereof. Orange County Sanitation District 1 of 11 Specification No. RE17-02 Version 010617 1.6 The term "days", when used in the Agreement, shall mean calendar days, unless otherwise noted as workdays. 1.7 The term "workday'. Workdays are defined as all days that are not Saturday, Sunday, or OCSD observed holidays. Meetings with OCSD staff shall be scheduled from Monday through Thursday between the hours of 8 a.m. and 4 p.m. (exception is Operations staff who maintain plant operations 24/7 and work a rotated 12-hour shift) and shall conform to OCSD work schedules. OCSD review periods shall not include OCSD observed holidays. 1.8 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.9 Work Hours:All work shall be scheduled Monday through Friday, between the hours of 7:30 a.m. and 5:30 p.m. OCSD will not pay for travel time. 1.10 Consultant shall provide OCSD with all required premiums and/or overtime work at no charge beyond the total amount of the Agreement. 1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Consultant as a result of work performed in anticipation of purchases of said services by OCSD. 2. Scope of Work Subject to the terms of this Agreement, Consultant shall perform the Services identified in Exhibit "A". Consultant warrants that all of its Services shall be performed in a competent, professional, and satisfactory manner. 3. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. A review of the time required for the modification will be made by OCSD and Consultant and the Agreement period adjusted accordingly. 4. Compensation Compensation to be paid by OCSD to Consultant forthe Services provided under this Agreement shall be a total amount not to exceed Six Hundred Fifty-Six Thousand Seven Hundred Eighty-Three Dollars ($656,783.00). 5. California Department of Industrial Relations (DIR)Registration and Record of Waaes 5.1 To the extent Consultant's employees and/or subconsultants who will perform work 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. 5.2 The Consultant and subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. 5.3 Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall furnish a copy of all certified payroll records to OCSD and/or general public upon request, provided the public request is made through OCSD, the Division of Apprenticeship Standards, or the Orange County Sanitation District 2 of 11 Specification No. RE17-02 Version 010617 Division of Labor Standards Enforcement of the Department of Industrial Relations. 5.4 The Consultant and subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(a). 6. Payment and Invoicing 6.1 OCSD shall pay, net thirty (30) days, upon receipt and approval, by OCSD's Project Manager or designee, of itemized invoices submitted in accordance with Exhibit"A". OCSD, at its sole discretion, shall be the determining party as to whether the Services have been satisfactorily completed. 6.2 Invoices shall be emailed by Consultant to OCSD Accounts Payable at APStaff(aD,OCSD.com and "INVOICE" with the Purchase Order Number and Specification No. RE17-02 shall be referenced in the subject line. 7. Audit Rights Consultant agrees that, during the term of this Agreement and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Consultant relating to the invoices submitted by Consultant pursuant to this Agreement. 8. Commencement and Tenn The Services provided under this Agreement shall be completed within three hundred sixty-five (365)calendar days from the effective date of the Notice to Proceed. 9. Extensions The term of this Agreement may be extended only by written instrument signed by both Parties. 10. Performance Time is of the essence in the performance of the provisions hereof. 11. Termination 11.1 OCSD reserves the right to terminate this Agreement for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD. Upon receipt of a termination notice, Consultant shall immediately discontinue all work under this Agreement (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Consultant for work performed (cost and fee) to the date of termination. Consultant expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Agreement. Such notice of termination shall terminate this Agreement and release OCSD from any further fee, cost or claim hereunder by Consultant other than for work performed to the date of termination. 11.2 OCSD reserves the right to terminate this Agreement immediately upon OCSD's determination that Consultant is not complying with the Scope of Work requirements, if the level of service is inadequate, or any other default of this Agreement. 11.3 OCSD may also immediately terminate for default of this Agreement in whole or in part by written notice to Consultant: • if Consultant becomes insolvent or files a petition under the Bankruptcy Act; or • if Consultant sells its business; or • if Consultant breaches any of the terms of this Agreement; or • if total amount of compensation exceeds the amount authorized under this Agreement. Orange County Sanitation District 3 of 11 Specification No. RE17-02 Version 010617 11.4 All OCSD property in the possession or control of Consultant shall be returned by Consultant to OCSD on demand, or at the termination of this Agreement, whichever occurs first. 12. Indemnification and Hold Harmless Provision 12.1 For professional liability, Consultant shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, to the extent caused by Consultant's negligence or willful misconduct in performing the Services under this Agreement, or by its subconsultant(s) or by anyone directly or indirectly employed by Consultant, and whether such damage or injury shall accrue or be discovered before or after the termination of the Agreement. Consultant shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys' fees to the extent caused by Consultant's professional negligence or willful conduct. In the event the subject action alleges negligence on the part of Consultant and/or OCSD, or any third party not under contract with Consultant, Consultant's obligations regarding OCSD's defense under this paragraph include only reimbursement of OCSD's reasonable defense costs incurred to the extent of Consultant's negligence as expressly determined by a final judgement, arbitration, award, order, settlement, or other final resolution. 12.2 For all other liability, Consultant shall assume responsibility for: damages to property and/or to persons, including accidental death, which may arise out of or be caused by Consultant's Services under this Agreement, or by its subconsultant(s) or by anyone directly or indirectly employed by Consultant, and whether such damage or injury shall accrue or be discovered before or after the termination of the Agreement. Except as to the sole active negligence of or willful misconduct of OCSD, Consultant shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys'fees (a)for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with Consultant's performance under the Agreement, and/or(b)on account of use of any copyrighted or uncopyrighted material, composition, or process, or any patented or unpatented invention, article or appliance, furnished or used under the Agreement. This indemnification provision shall apply to any acts or omissions on the part of Consultant or anyone employed by or working under Consultant.To the maximum extent permitted by law, Consultant's duty to defend shall apply whether or not such claims,allegations, lawsuits,or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Consultant agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. This section shall survive the expiration or early termination of the Agreement. 12.3 Notwithstanding Consultant's indemnification and defense obligations hereunder, Consultant shall not be responsible for warranties, guarantees, fitness for a particular purpose, loss of anticipated profits, or for economic, incidental, or consequential damages. 13. Insurance Consultant and all subconsultants shall purchase and maintain, throughout the life of this Agreement and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements, Exhibit "E". Consultant shall not commence work under this Agreement until all required insurance is obtained in a form acceptable to OCSD, nor shall Consultant allow any subconsultant to commence service pursuant to a subcontract until all insurance required of the subconsultant has been obtained. Failure to maintain required insurance coverage Orange County Sanitation District 4 of 11 Specification No. RE17-02 Version 010617 shall result in termination of this Agreement. 14. Confidentiality and Non-Disclosure 14.1 Consultant acknowledges that in performing the Services hereunder, OCSD may have to disclose to Consultant orally and in writing certain confidential information that OCSD considers proprietary and has developed at great expense and effort. 14.2 Consultant agrees to maintain in confidence and not disclose to any person, firm, or corporation, without OCSD's prior written consent, any trade secret or confidential information, knowledge or data relating to the products, process, or operation of OCSD. 14.3 Consultant further agrees to maintain in confidence and not to disclose to any person, firm, or corporation any data, information, technology, or material developed or obtained by Consultant during the term of this Agreement. 14.4 Consultant agrees as follows: • To use the confidential information only for the purposes described herein;to not reproduce the confidential information; to hold in confidence and protect the confidential information from dissemination to and use by anyone not a party to this Agreement; and to not use the confidential information to benefit itself or others. • To restrict access to the confidential information to its Consultant or personnel of Consultant who (1) have a need to have such access and (2) have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement. • To return all confidential information in Consultant's possession upon termination of this Agreement or upon OCSD's request, whichever occurs first. • To hold in confidence information and materials, if any, developed pursuant to the Services hereunder. 14.5 The provisions of this section shall survive termination or expiration of this Agreement and shall continue for so long as the material remains confidential. 15. Ownership of Documents All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subconsultants, and agents in the performance of this Agreement shall be the property of OCSD and shall be promptly delivered to OCSD upon request of OCSD's Project Manager or designee, or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by OCSD of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at OCSD's sole risk and without liability to Consultant. Consultant shall ensure that all its subconsultants shall provide for assignment to OCSD of any documents or materials prepared by them. 16. Ownership of Intellectual Property Consultant agrees that all designs, plans, reports, specifications, drawings, schematics, prototypes, models, inventions, and all other information and items made during the course of this Agreement and arising from the Services (hereinafter referred to as "New Developments") shall be and are assigned to OCSD as its sole and exclusive property, except for any information and items considered Intellectual Property as defined in the Memorandum of Understanding ("Intellectual Property MOU") dated October 25, 2017, between OCSD and Consultant, which will be governed exclusively by the terms of the Intellectual Property MOU. Orange County Sanitation District 5 of 11 Specification No. RE17-02 Version 010617 17. OCSD-Provided Information and Services OCSD shall furnish Consultant available studies, reports and other data pertinent to the Services and Consultant shall be entitled to use and rely upon all such information provided by OCSD in performing the Services under this Agreement. 1ti. Estimates and Projections In providing opinions of cost, financial analysis, economic feasibility projections, and schedules for potential projects, Consultant has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operations and maintenance costs; competitive bidding procedures and market conditions; time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project costs or schedule. Therefore, Consultant makes no warranty that OCSD's actual project costs, financial aspects, economic feasibility, or schedules will not vary from Consultant's opinions, analyses, projections, or estimates. 19. No Solicitation of Emulovees 19.1 Consultant agrees that it shall not, during the term of this Agreement and for a period of one (1) year immediately following termination of this Agreement, or any extension hereof, call on, solicit,or take away any of the employees whom Consultant became aware of as a result of Consultant's Services to OCSD. 19.2 Consultant acknowledges that OCSD's employees are critical to its business and OCSD expends significant resources to hire, employ, and train employees. Should Consultant employ or otherwise engage OCSD's employees during the term of this Agreement and for a period of one (1) year following termination of this Agreement, Consultant will pay OCSD fifty percent(50%) of the former employee's most recent annual salary earned at OCSD to accurately reflect the reasonable value of OCSD's time and costs. This payment is in addition to any other rights and remedies OCSD may have at law. 20. Independent Contractor Capacity 20.1 The relationship of Consultant to OCSD is that of an independent contractor and nothing herein shall be construed as creating an employment or agency relationship. 20.2 Consultant shall act independently and not as an officer or employee of OCSD. OCSD assumes no liability for Consultant's action and performance, nor assumes responsibility for taxes, funds, payments or other commitments, implied or expressed, by or for Consultant. 20.3 Consultant shall not be considered an agent of OCSD for any purpose whatsoever, nor shall Consultant have the right to, and shall not, commit OCSD to any agreement, contract or undertaking. Consultant shall not use OCSD's name in its promotional material or for any advertising or publicity purposes without expressed written consent. 20.4 Consultant shall not be entitled to any benefits accorded to those individuals listed on OCSD's payroll as regular employees including, without limitation, worker's compensation, disability insurance, vacation, holiday or sick pay. Consultant shall be responsible for providing, at Consultant's expense, disability, worker's compensation or other insurance as well as licenses and permits usual or necessary for conducting the Services hereunder. 20.5 Consultant shall be obligated to pay any and all applicable Federal, State and local payroll and othertaxes incurred as a result of fees hereunder. Consultant hereby indemnifies OCSD for any claims, losses,costs,fees, liabilities,damages or penalties suffered by OCSD arising out of Consultant's breach of this provision. Orange County Sanitation District 6 of 11 Specification No. RE17-02 Version 010617 20.6 Consultant shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OCSD's payroll as regular employees. Consultant shall remain ineligible for such benefits or participation in such benefit plans even K a court later decides that OCSD misclassified Consultant for tax purposes. 21. Licenses, Permits Consultant represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Agreement will be paid by Consultant. 22. Consultant's Representations In the performance of duties under this Agreement, Consultant shall adhere to the highest fiduciary standards, ethical practices and standards of care and competence for their trade/profession. Consultant agrees to comply with all applicable Federal, State, and local laws and regulations. 23. Familiarity with Work By executing this Agreement, Consultant warrants that: 1) it has investigated the work to be performed; 2)it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Consultant's risk, until written instructions are received from OCSD. 24. Right to Review Services. Facilities. and Records 24.1 OCSD reserves the right to review any portion of the Services performed by Consultant under this Agreement, and Consultant agrees to cooperate to the fullest extent possible. 24.2 Consultant shall furnish to OCSD such reports, statistical data, and other information pertaining to Consultant's Services as shall be reasonably required by OCSD to carry out its rights and responsibilities under its agreements with its bondholders or noteholders and any other agreement relating to the development of the project(s)and in connection with the issuance of its official statements and other prospectuses with respect to the offering, sale, and issuance of its bonds and other obligations. 24.3 The right of OCSD to review or approve drawings, specifications, procedures, instructions, reports,test results, calculations, schedules, or other data that are developed by Consultant shall not relieve Consultant of any obligation set forth herein. 25. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Agreement. 26. Severability If any section, subsection, or provision of this Agreement, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Agreement or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. Orange County Sanitation District 7 of 11 Specification No. RE17-02 Version 010617 27. Waiver The waiver of either party of any breach or violation of, or default under, any provision of this Agreement, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Agreement or default thereunder. Any breach by Consultant to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 28. Remedies In addition to other remedies available in law or equity, if the Consultant fails to make delivery of the goods or Services or repudiates its obligations under this Agreement, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may(1)terminate the Agreement; (2)recover whatever amount of the purchase price OCSD has paid, and/or (3) "coven' by purchasing, or contracting to purchase, substitute goods or Services for those due from Consultant. In the event OCSD elects to "cover" as described in (3), OCSD shall be entitled to recover from Consultant as damages the difference between the cost of the substitute goods or Services and the Agreement price. 29. Governing Law This Agreement shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. 30. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. 31. Dispute Resolution 31.1 In the event of a dispute as to the construction or interpretation of this Agreement, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation.The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County("JAMS"),or any similar organization or entity conducting an alternate dispute resolution process. 31.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two(2)arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three (3)arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 32. Damage to OCSD's Property Any OCSD property damaged by Consultant will be subject to repair or replacement by Consultant at no cost to OCSD. 33. OCSD Safety and Human Resources Policies OCSD requires Consultant and its subconsultants to follow and ensure their employees follow all Federal, State, and local regulations as well as OCSD Safety Standards while working at OCSD locations. If during Orange County Sanitation District 8 of 11 Specification No. RE17-02 Version 010617 the course of the Agreement it is discovered that OCSD Safety Standards do not comply with Federal, State or local regulations, then the Consultant is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Consultant and all of its employees and subconsultants, shall adhere to all applicable OCSD Safety Standards. OCSD's Safety Standards are hereby incorporated by reference as though fully set forth herein in Exhibit"F". 34. Freight(F.O.B. Destination) Consultant assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Agreement. 35. Assignments Consultant shall not delegate any duties nor assign any rights under this Agreement without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 36. Conflict of Interest and Reporting 36.1 Consultant shall at all times avoid conflicts of interest or appearance of conflicts of interest in performance of this Agreement. 36.2 Consultant affirms that to the best of its knowledge there exists no actual or potential conflict between Consultant's families, business or financial interest or its Services under this Agreement, and in the event of change in either its private interests or Services under this Agreement, it will raise with OCSD any question regarding possible conflict of interest which may arise as a result of such change. 37. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than OCSD and Consultant. 36. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to Consultant, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 39. Authority to Execute The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the Parties are formally bound. 40. Read and Understood By signing this Agreement, Consultant represents that it has read and understood the terms and conditions of the Agreement. 41. Entire Agreement This Agreement constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 9 of 11 Specification No. RE17-02 Version 010617 42. Notices All notices under this Agreement must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Any facsimile notice must be followed within three (3) days by written notice. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Larry Roberson Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Consultant: Douglas J. Lanning Senior Vice President Carollo Engineers, Inc. 3150 Bristol Street, Suite 500 Costa Mesa, CA 92626 Each party shall provide the other party written notice of any change in address as soon as practicable. Orange County Sanitation District 10 of 11 Specification No. RE17-02 Version 010617 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Agreement to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Kelly A. Lore Clerk of the Board Dated: By: Marc Dubois Contracts, Purchasing and Materials Management Manager CAROLLO ENGINEERS, INC. Dated: By: Print Name and Title of Officer Dated: By: Print Name and Title of Officer Orange County Sanitation District 11 of 11 Specification No. RE17-02 Version 010617 ROYALTY AGREEMENT This Agreement is entered into and made effective this day of June, 2018 (the "Effective Date"), by and between the Orange County Sanitation District, having a place of business at 10844 Ellis Avenue, Fountain Valley, California 92708 ("OCSD"), and Carollo Engineers,Inc.,having a place ofbusiness at 3150 Bristol Street,Suite 500,Costa Mesa,California 92626 ("Carollo") (individually, "Party" and collectively, "Parties"). WHEREAS,the Parties entered into an agreement dated Much 239 2015 related to OCSD's Project SP-125-16 ("the 2015 Agreement"), hereby attached as Exhibit A and incorporated by reference,which established the intellectual property rights and interests of the Parties; and WHEREAS, the Parties have agreed that Carollo will provide OCSD with 20% of the net revenue from licensing the existing biogas scmbber technology Intellectual Property and any New Developments where inventors from only Carollo or both Carollo and OCSD are included (both terms as defined in the 2015 Agreement)related thereto, subject to the terms of this Agreement. WHEREAS, this Agreement affirms Carollo's obligation to provide OCSD with 20% of the net revenue from licensing only and does not alter any other Carollo obligation as stated in the 2015 Agreement, including but not limited to requirement that Carollo provide OCSD with 20% of the net revenue from any sale of the existing biogas scrubber technology Intellectual Property and any New Developments. NOW THEREFORE, the parties intending to be legally bound hereby and for good and valuable consideration, the receipt of which is hereby acknowledged, have agreed and do hereby agree as follows: 1. Recitals. The Parties agree the above recitals are true and correct and are incorporated herein as part of the Agreement. 2. Definitions. The term "Licensed Technology" shall refer to the intellectual property relating to the Biogas Scrubber technology listed in Exhibit F of the 2015 Agreement,which has been replaced with U.S.Patent No.9,3879431 and U.S.Patent No.9,597,630, as attached in Exhibits B and C,which are hereby incorporated by reference. 3. Royalties. 3.1. Carollo shall provide to OCSD 20%of net revenues for license fees resulting from licensing the Licensed Technology to third parties, regardless of the industry in which the third party operates. Carrillo shall not be obligated to enter into any specific license agreement or a specific number of license agreements, and Carollo shall have sole authority in deciding the scope and recipient of any license. This Agreement does not require Carollo to license the Licensed Technology to anyone,and does not guarantee any minimum amount of royalties that will be payable to OCSD. 3.2. OCSD shall be responsible for all sales,use, excise and value added taxes and any other similar taxes,duties and charges of any kind imposed by any federal, state,or local Governmental Authority on any amounts payable by OCSD hereunder. 3.3. Payment Terms and Royalty Statements (a) Carrillo shall pay any royalties payable to OCSD under this Agreement on an annual basis. Such royalties will be paid in US dollars by wire transfer to a bank account to be designated in writing by OCSD. (b) On or before the date on which royalty payments are made to OCSD, Carollo shall provide Payment Statement identifying: (i) the total number of licenses for the Licensed Technology during the relevant time period; (ii) the net revenue for each license of the Licensed Technology during the relevant time period; 4. Indemnification. 4.1 General. Carrillo and OCSD shall indemnify, defend and hold the other harmless and its officers, directors, employees, agents, successors and assigns against all bodily injury and property damage claims asserted by any third party as a result of the other's negligent acts or omissions. To the extent that both Carrillo and OCSD we determined by a finder of fact to be negligent and the negligence of both is a proximate cause of a claim by a third party against either Carollo or OCSD,then in such an event Carollo and OCSD shall each be responsible for a portion of the liability, including costs and expenses, attributable to its comparative share of the total negligence. 4.2 Patent Infringement. Carollo and OCSD shall indemnify, defend, and hold the other harmless and its officers, directors, employees, agents, successors and assigns against all bodily injury and property damage claims asserted by any third party as a result of the third-party claims of patent infringement. To the extent that both Carrillo and OCSD are determined by a finder of fact to have infringed upon the patent rights of a third party and the actions of both Carollo and OCSD are a proximate cause of a claim by a third party against either Carollo or OCSD,then in such an event Carrillo and OCSD shall each be responsible for a portion of the liability, including costs and expenses, attributable to its comparative share of the total finding of patent infringement. 4.3 IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, TO EACH OTHER OR ANY THIRD PARTIES, EVEN IF CAROLLO AND/OR OCSD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. 5. Representations and Warranties. The Parties each represent that it has the right and authority to enter into this Agreement. 6. Term and Termination. 6.1 Term. This Agreement shall be deemed to have commenced on the Effective Date and shall remain in effect until terminated in accordance with Section 5.2. 6.2 Termination for Cause. Either Party shall have the right to terminate this Agreement immediately by giving written notice to the other Party if. (a) Carollo fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than sixty (60) days after OCSD's written notice to make such payment, including the payment of interest; (b) Either Party breaches this Agreement (other than through a failure to pay any amounts due under this Agreement)and,if such breach is curable,fails to cure such breach within thirty(30)days of the non-breaching Party's written notice of such breach; (c) Carollo (i)becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within thirty(30)business days or is not dismissed or vacated within ten(10)business days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or(v) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or (d) Carollo undergoes a change in control,which means a change in the corporate entity that has control, directly or indirectly, of that Party, whereas such change gives the power to direct or cause the direction of the management and policies of the corporation to another individual,corporation,partnership,joint venture,limited company,governmental authority, unincorporated organization, trust, association or other entity, whether through the ownership of voting securities,by contract, or otherwise. 6.3 Effect of Ternimation. Within fifteen (15) business days after termination, Carollo shall: (a) submit a Payment Statement to OCSD, and any payments due to OCSD shall become immediately payable with submission of the final Payment Statement; and (b) immediately cease all activities concerning, including all practice and use of, the Licensed Technology. If the cause for termination falls under subsection (d) above, the Parties agree that OCSD shall have the right of first refusal to purchase the Licensed Technology and the Parties shall negotiate in good faith related thereto. 7. Binding Duties, Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, agents, representatives, and assigns. This Agreement shall not be assigned,directly or indirectly,by either party without written consent of the other party,and such consent is not to be unreasonably withheld. 8. Governing Law. This Agreement shall be governed pursuant to the laws of the State of California and any dispute in connection with this Agreement shall be resolved in the State or Federal Courts of Orange County,California,each party submitting to the jurisdiction and venue of such courts. 9. Enforceability. If any provision of this Agreement is held illegal or unenforceable by any court of competent jurisdiction, such provision shall be deemed separable from the remaining provisions of this Agreement and shall not affect or impair the validity or enforceability of the remaining provisions of the Agreement. 10. Entire Agreement. Each party acknowledges that it has read this Agreement, understands it and agrees to be bound by its terms and further agrees that it is the complete and exclusive statement of the agreement between the parties relating to its subject matter,and that this Agreement supersedes all prior and contemporaneous agreements concerning the subject matter hereof and may not be modified except in writing signed by the authorized representatives of both parties and specifically referring to the Agreement. WHEREFORE, by their signatures below, the parties acknowledge that they have reviewed carefully each and every term contained in this Agreement, which they understand is a legally binding document, and further acknowledge that the understandings and agreements expressed hereunder are binding upon them. CAROLLO ENGINEERS,INC. ORANGE COUNTY SANITATION DISTRICT By: By: Name: Name: Gregory C. Sebourn,PLS Title: Title: Board Chairman Date: Date: Attest: Kelly A. Lore,MMC (Clerk of the Board) OPERATIONS COMMITTEE Meeting Date TOBd.Ot Dir. 06/06/18 06/27/1a AGENDA REPORT em1amber Item Number 0 11 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS, CONTRACT NO. FE18-00-XX GENERAL MANAGER'S RECOMMENDATION A. Approve Annual Professional Design Services Agreements with the following firms for professional engineering design and construction support services commencing July 1, 2018 with a maximum annual fiscal year contract limitation not to exceed $600,000 for each Professional Design Services Agreement; 1. AECOM Technical Services, Inc., Contract No. FE18-00-01 2. Black & Veatch Corporation, Contract No. FE18-00-02 3. Dudek, Contract No. FE18-00-03 4. GHD, Inc., Contract No. FE18-00-04 5. HDR Engineering, Inc., Contract No. FE18-00-05 6. IDS Group Inc., Contract No. FE18-00-06 7. Infrastructure Engineering Corporation, Contract No. FE18-00-07 8. Michael Baker International, Inc., Contract No. FE18-00-08; and B. Approve two additional one-year optional extensions for each PDSA. BACKGROUND Ordinance No. OCSD-52 (Purchasing Ordinance)authorizes procurement of professional design services less than $300,000 through Task Order-based Master Contracts. There are currently two sets of Master Contracts for design services issued in 2012 and 2015. The design sets for 2012 have expired and the set from 2015 expires on June 30, 2018. When a Master Contract expires, any existing and active task orders remain valid, but no new task orders can be issued. When the need for professional design services for a specific project is identified, and the anticipated value of the services is within the task order limit, staff issues a Request for Task Order Proposal to at least two, but typically three, of the prequalified firms. The proposals are scored and ranked per the selection criteria included in the Request for Task Order Proposal, and negotiations conducted with the selected firm. The process of procuring design services through Master Contracts is significantly quicker and more cost effective for both the Orange County Sanitation District (Sanitation District) and the competing consultants than the process for larger projects. Page 1 d 6 RELEVANT STANDARDS • Ensure the public's money is wisely spent • Sound engineering and accounting practices, complying with local, state, and federal laws PROBLEM The traditional process of soliciting and selecting consultants for professional design services on smaller projects is slower and costlier for both the Sanitation District and consultants competing for projects. PROPOSED SOLUTION Approve Annual Professional Design Services Agreements (PDSAs) with a prequalified list of design consultants per Ordinance No. OCSD-52. TIMING CONCERNS The existing Annual PDSAs expire on June 30, 2018. If these new agreements are not issued, staff will not be able to utilize Master Contracts to procure design services for small projects. RAMIFICATIONS OF NOT TAKING ACTION Without these PDSAs, the Sanitation District would need to conduct full solicitations for the design of each small project, delaying completion of those projects, and increasing administrative costs. The relatively high proposal costs versus the potential project profit tends to limit the number of proposers for these smaller projects. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Consultant Selection: On February 6, 2018, the Sanitation District issued a Request for Qualifications (RFQs) for Annual Professional Design Services Agreements, Contract No. FE18-00, and a notice was sent to multiple categories of firms registered in the Sanitation District's purchasing database. The RFQs defined three categories of projects and invited interested consultants to pursue qualifications for any or all of those categories. Page 2 of 6 The following evaluation criteria were described in the RFQ and used to determine the most qualified consultants. CRITERION Weighting Consultant Team Resources 20% Delivery Capabilities 20% Related Project Experience 30% Staff Qualifications 30% On March 6, 2018, twenty-one Statements of Qualifications (SOQs) were received. The following table lists the firms that submitted SOQs and for which of the three project types they submitted qualifications. Project Types Building & Firm Safety Linear Process AECOM X X X Atkins North America X X X Black &Veatch X CDM Smith X Dudek X X Gekko Enaineerina X X X GHD X X X HDR X X X HH Framer Architects X IDS Group X X Infrastructure Engineering Corporation X Kleinfelder X LEE & RO X X X Lehrer Architects X Lockwood, Andrews, & Newman X X Michael Baker International X X X R.G. Vanderweil Engineers X RMS Engineering & Design X X SPEC Services X X Tetra Tech X X X Woodard & Curran X X Total Count Submitted 12 14 17 Page 3 d 6 The SOQs were evaluated in accordance with the evaluation process set forth in the Purchasing Ordinance by a preselected Selection Committee consisting of the following Sanitation District staff: Jeffrey Mohr Engineering Manager Martin Dix Engineering Supervisor William Cassidy Engineering Supervisor David Halverson Engineering Supervisor Richard Birdsall Senior Engineer The Selection Committee also included a non-voting representative from the Contracts Administration Division. Each member of the Selection Committee scored each SOQ for each project type submitted using the evaluation criteria listed above. The following three tables summarize the scoring and ranking for each project type. PROJECT TYPE 1: BUILDING & SAFETY Firm Score Rank IDS Group 40.8 1 HDR 37.7 2 AECOM 36.4 3 GHD 33.2 4 Michael Baker International 33.0 5 LEE & RO 30.0 6 Tetra Tech 29.3 7 Lehrer Architects 28.7 8 HH Fremer Architects 28.2 9 Gekko Engineering 27.1 10 Atkins North America 26.9 11 RMS Engineering & Design 21.4 12 Based on the score of each firm, the Selection Committee recommended that the top five firms should be qualified for the Building and Safety project type. PROJECT TYPE 2: LINEAR Firm Score Rank Dudek 40.0 1 AECOM 37.3 2 GHD 36.7 3 Page 4 d 6 HDR 36.4 4 Infrastructure Engineering 36.0 5 Corporation Michael Baker International 35.4 6 Woodard & Curran 34.2 7 Kleinfelder 33.9 8 LEE & RO 32.4 9 Atkins North America 31.5 10 Tetra Tech 29.3 11 Lockwood, Andrews, & Newman 29.0 12 SPEC Services 28.3 13 Gekko Engineering 27.4 14 Based on the score of each firm, the Selection Committee recommended that the top five firms should be qualified for the Linear project type. PROJECT TYPE 3: PROCESS Firm Score Rank AECOM 38.5 1 Black & Veatch 37.6 2 Dudek 37.3 3 HDR 37.1 4 GHD 36.3 5 IDS Group 36.2 6 CDM Smith 35.8 7 Woodard & Curran 35.6 8 Michael Baker International 34.5 9 LEE & RO 33.6 10 Atkins North America 30.2 11 Tetra Tech 30.2 12 SPEC Services 29.8 13 Lockwood, Andrews, & Newman 29.7 14 Gekko Engineering 28.0 15 R.G. Vanderweil Engineers 21.0 16 RMS Engineering & Design 20.5 17 Based on the score of each firm, the Selection Committee recommended that the top six firms should be qualified for the Process project type. Page 5 d 6 The following table summarizes the eight firms qualified for the three project types. Qualified for Pro ect TvDe Building & Firm Safety Linear Process AECOM X X X Black &Veatch X Dudek X X GHD X X X HDR X X X IDS Group X X Infrastructure Engineering Corporation X Michael Baker International X CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. Budget for these task orders is included in the Small Construction Projects Program (Project No. M-FE) Fiscal Years 2018-19 and 2019-2020 Budget. (Line item: FY 2017-18 Update, Appendix, Page A-7 and A-9 respectively). ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: Professional Design Services Agreements JM:dm:gc Page 6 of 6 PROFESSIONAL DESIGN SERVICES AGREEMENT This Agreement is made and entered into, to be effective this 1-'day of July, 2018, by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "SANITATION DISTRICT" AND AECOM TECHNICAL SERVICES, INC. hereinafter referred to as "CONSULTANT" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the SANITATION DISTRICT in accordance with Ordinance No. OCSD-52, by action on June 27, 2018 approved the award of a Professional Design Services Agreement ("Agreement")for CONTRACT NO. FE18-00-01, to CONSULTANT to provide services for selected projects on a Task Order basis, from July 1, 2018 to June 30, 2019 ; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional engineering and related services; and, WHEREAS, the parties intend by this Agreement to set forth the general terms and conditions that will apply to any specific project for which CONSULTANT is given a Task Order by the SANITATION DISTRICT. NOW, THEREFORE, the SANITATION DISTRICT and the CONSULTANT mutually agree as follows: SECTION 1. SCOPE OF AGREEMENT The SANITATION DISTRICT, at its sole discretion, may, from time to time during the term of this Agreement, issue a Request for Task Order Proposal ("RFTOP")setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Task Order Proposal ("TOP")from the CONSULTANT, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the CONSULTANT's TOP, and the Task Order shall upon execution by the SANITATION DISTRICT, be attached hereto and become an operative part of this Agreement. Should any conflict or inconsistency exist in the contract documents identified in this section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 at)the terms of this Agreement and any amendments thereto; (2nd)the provisions of the Task Order; (3rd)the provisions of the RFTOP. PDSA CONTRACT NO. FE18-00-01 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 1 of 17 SECTION 2. TASK ORDER ISSUANCE BY SANITATION DISTRICT The directive Task Order issued by the SANITATION DISTRICT, shall specifically, or by reference to the RFTOP and corresponding TOP, set forth the specific detailed terms of this Agreement that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, scope of work, time for performance, and compensation. SECTION 3. TERM This Agreement shall commence on the effective date of this Agreement, and terminate on June 30, 2019 unless further extended by written agreement by the SANITATION DISTRICT and CONSULTANT. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. The SANITATION DISTRICT has the option to renew this Agreement twice, each with a one (1)year term, for a maximim contract duration of three (3) years total. SECTION 4. COMPENSATION The total compensation, payable to the CONSULTANT pursuant to this Agreement, shall not exceed Six Hundred Thousand Dollars ($600,000) per year in accordance with the terms described in Section 3 -TERM. The compensation includes, but is not limited to, fees for professional engineering services (based on individual burdened labor rates and Subconsultant/Subcontractor fees), overhead, and profit. The specific amount of compensation payable to the CONSULTANT for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed Three Hundred Thousand Dollars ($300,000) per individual Task Order unless authorized by the SANITATION DISTRICT's Board of Directors. CONSULTANT agrees and acknowledges that the execution of this Agreement does not in any way guarantee that a Task Order will be issued to CONSULTANT. Moreover, execution of this Agreement shall not entitle CONSULTANT to any form of payment or compensation from the SANITATION DISTRICT without the SANITATION DISTRICT first having issued a written Task Order. A. Total Compensation Total compensation for any Task Order shall be not exceed the amount indicated in the approved or amended Task Order. 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 the project and paid to the personnel of CONSULTANT. The cost of benefits for CONSULTANT and its Subconsultants/Subcontractors shall be based on the Fringe Rates identified in Attachment"E"— Fee Proposal. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to the project. PDSA CONTRACT NO. FE18-00-01 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 2 of 17 C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and its Subconsultants/Subcontractors for overhead at the rates equal to the percentage of burdened labor as specified in Attachment"E"— Fee Proposal. D. Profit Profit for CONSULTANT and its Subconsultants/Subcontractors shall be a percentage of the burdened salary rate and overhead rate. The profit shall be ten percent(10%)of the burdened salary rate and overhead rate. Profit shall remain fixed through the term of this Agreement, inclusive of any renewals identified in Section 3—TERM. As a portion of the total compensation to be paid to CONSULTANT and its Subconsultants/Subcontractors, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants/Subcontractors for the project according to Attachment"E"—Fee Proposal. E. Direct Costs The SANITATION DISTRICT shall reimburse CONSULTANT and its Subconsultants/Subcontractors the actual costs of permits and associated fees, travel, licenses, and other services for an amount not to exceed the sums set forth in each approved Task Order. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior written 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, refer to Attachment"D"— Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 4—COMPENSATION above. F. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Subconsultants/Subcontractors due to modifications in the scope of work resulting from field investigations and field work required by Task Order. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment "D"—Allowable Direct Costs for payment information. 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 PDSA CONTRACT NO. FE18-00-01 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 3 of 17 rates utilized by the SANITATION DISTRICT can be found on the U.S. General Services Administration website at http://www.gsa.gov/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs inclusive but not limit 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 a 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 Attachment"Y—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 TOP will exceed seventy-five percent (75%) of the not to exceed amount of the Task Order, including any 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 of a Task Order is a material breach of this Agreement. PDSA CONTRACT NO. FE18-00-01 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 4 of 17 I. Extra Work: For extra work not a part of a Task Order, written authorization from the SANITATION DISTRICT is required prior to the CONSULTANT undertaking any extra work. J. Method of Payment: The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly invoices based on the total services which have been satisfactorily completed and specifying a percentage of completion. The CONSULTANT's billings shall be certified for payment by the SANITATION DISTRICT only after the SANITATION DISTRICT has determined that the CONSULTANT has completed each applicable project task. CONSULTANT shall submit separate invoices for each Task Order on a monthly basis. CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT PROVISIONS. K. Task Order Completion Upon satisfactory completion of the work performed under each Task Order, and prior to final payment under each Task Order 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. L. False Claims 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/Subcontractors. A CONSULTANT or Subconsultant/Subcontractor shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant/Subcontractor: (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. PDSA CONTRACT NO. FE18-00-01 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 5 of 17 M. California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the CONSULTANT's employees and/or Subconsultants/Subcontractors who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Subconsultants/Subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. The CONSULTANT and Subconsultants/Subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section1776 may be deducted from progress payments per Section 1776. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants/Subcontractors 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/Subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(a). N. Record of Expenses: The CONSULTANT shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available to the SANITATION DISTRICT upon request. O. 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 payable under the Task Order, provided that the total compensation for the Task Order is not increased. SECTION 5. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT The CONSULTANT shall not contract with any other person or entity to perform the services required without the written approval of the SANITATION DISTRICT. This Agreement may not be assigned voluntarily, or by operation of law, without the prior written approval of the SANITATION DISTRICT. If the CONSULTANT is permitted to subcontract any part of this Agreement by the SANITATION DISTRICT, the CONSULTANT shall be responsible to the SANITATION DISTRICT for the acts and omissions of its Subconsultant/Subcontractor, as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any Subcensultant/Subcontractor and the SANITATION DISTRICT. All persons engaged in the work will be considered employees of the CONSULTANT. The SANITATION DISTRICT will deal directly with and will make all payments to the CONSULTANT. PDSA CONTRACT NO. FE18-00-01 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 6 of 17 SECTION & CHANGES TO SCOPE OF WORK In the event of a change in the scope of work as requested by the SANITATION DISTRICT, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. SECTION 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE A. 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 , 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 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 section 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 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. C. Copies of Work Product Upon completion of the work required for each Task Order, the CONSULTANT shall deliver to the SANITATION DISTRICT the number of copies specified in the specific Task Order scope of work of the final report containing the CONSULTANTS findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. SECTION 8. INSURANCE A. General: I. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VI11, 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 PDSA CONTRACT NO. FE18-00-01 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 7 of 17 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. Automotive Vehicle Liability Insurance: The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of 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. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable to the SANITATION DISTRICT. PDSA CONTRACT NO. FE18-00-01 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 8 of 17 F. Worker's Compensation Insurance: The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability: CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than 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. H. Proof of Coverage: The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and accepted by the SANITATION DISTRICT before work commences. The PDSA CONTRACT NO. FE18-00-01 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 9 of 17 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 acceptance 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 (Auto Liability) the SANITATION DISTRICT acceptance. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2570 or equivalent I. Cancellation Notice: Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30) days prior written notice. The Cancellation Section of ACORD Form 25 (5/2010)shall state the required thirty (30)days written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30)days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of the SANITATION DISTRICT's Risk Management Division, and shall be received by the SANITATION DISTRICT not less than thirty(30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. J. Primary Insurance: All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. PDSA CONTRACT NO. FE18-00-01 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 10 of 17 K. Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable): Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions: Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require acceptance 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. N. 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. O. Subconsultants/Subcontractors: The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant/Subcontractor 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/Subcontractor's operations and work. P. 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. SECTION 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of a Task Order, the names and full descriptions of all Subconsultants/Subcontractors and CONSULTANT's project team members anticipated to be used in performing work under a Task Order. CONSULTANT shall include a description of the work and services to be done by each Subconsultant/Subcontractor and each of CONSULTANT's project team members in its TOP. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each SubconsultantlSubcontractor, broken down as indicated in Section 4- COMPENSATION. PDSA CONTRACT NO. FE18-00-01 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 11 of 17 There shall be no substitution of the listed Subconsultants/Subcontractors and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. SECTION 10. ENGINEERING REGISTRATION The CONSULTANT's personnel and Suboonsultants/Subcontractors 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 who are registered in the State of California. SECTION 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/Subcontractors. 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 fifteen (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. SECTION 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/Subcontractors, agents or employees of the SANITATION DISTRICT and shall obtain no rights to any benefits which accrue to the SANITATION PDSA CONTRACT NO. FE18-00-01 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 12 of 17 DISTRICT's employees. 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 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 insurance and similar matters. SECTION 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. Notice shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708 Attention: Larry Roberson, Senior Contracts Administrator Copy: Jeffrey Mohr, Engineering Manager Notice shall be mailed to CONSULTANT at: AECOM TECHNICAL SERVICES, INC. 999 West Town &Country Road Orange, CA 92868 Attention: Jagadish Gundarlahalli Copy: Zeynep Erdal All communication regarding the Task Order, 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. SECTION 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 Section 13 - NOTICES. PDSA CONTRACT NO. FE18-00-01 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 13 of 17 SECTION 15. 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. The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations of Federal, State and local government in all aspects related to this Agreement and any work completed for the SANITATION DISTRICT. SECTION 16. 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. SECTION 17. 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. SECTION 18. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. SECTION 19. 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 defciency(ies). SECTION 20. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnity, 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 the SANITATION DISTRICTS 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, PDSA CONTRACT NO. FE18-00-01 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 14 of 17 losses,judgments, fines, penalties, costs and expenses (including without limitation, attorney's 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, pertain to, or relate 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's Subconsultants, CONSULTANT's 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's Subconsultant, CONSULTANT's 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. SECTION 21. 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 PDSA CONTRACT NO. FE18-00-01 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 15 of 17 determines that the Claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such Claims. 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. SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which may be amended from time to time. SECTION 23. GOVERNING LAW This Agreement shall be governed by and interpreted under the laws of the State of California and the parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. SECTION 24. TIME OF ESSENCE Time is of the essence in the performance of this Agreement. SECTION 25. CONFLICT OF INTEREST The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with the CONSULTANT. SECTION 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PDSA CONTRACT NO. FE18-00-01 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 16 of 17 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT, as of the day and year first above written. AECOM TECHNICAL SERVICES, INC. By Dale Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Gregory C. Sebourn, PLS Date Chair, Board of Directors By Kelly A. Lore Date Clerk of the Board By Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment"A" Scope of Work Template Attachment'B" Not Used Attachment"C' Not Attached Attachment"D" Allowable Direct Costs Attachment"E" Fee Proposal Attachment"F" Not Attached Attachment"G" Not Attached Attachment"H" Not Used Attachment"I" Not Used Attachment"J" Not Attached Attachment"K" Not Used Attachment"L" OCSD Safety Standards PDSA CONTRACT NO. FE18-00-01 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 17 of 17 PROFESSIONAL DESIGN SERVICES AGREEMENT This Agreement is made and entered into, to be effective this 1-'day of July, 2018, by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "SANITATION DISTRICT" AND BLACK &VEATCH CORPORATION hereinafter referred to as "CONSULTANT" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the SANITATION DISTRICT in accordance with Ordinance No. OCSD-52, by action on June 27, 2018 approved the award of a Professional Design Services Agreement ("Agreement")for CONTRACT NO. FE18-00-02, to CONSULTANT to provide services for selected projects on a Task Order basis, from July 1, 2018 to June 30, 2019 ; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional engineering and related services; and, WHEREAS, the parties intend by this Agreement to set forth the general terms and conditions that will apply to any specific project for which CONSULTANT is given a Task Order by the SANITATION DISTRICT. NOW, THEREFORE, the SANITATION DISTRICT and the CONSULTANT mutually agree as follows: SECTION 1. SCOPE OF AGREEMENT The SANITATION DISTRICT, at its sole discretion, may, from time to time during the term of this Agreement, issue a Request for Task Order Proposal ("RFTOP")setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Task Order Proposal ("TOP")from the CONSULTANT, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the CONSULTANT's TOP, and the Task Order shall upon execution by the SANITATION DISTRICT, be attached hereto and become an operative part of this Agreement. Should any conflict or inconsistency exist in the contract documents identified in this section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 at)the terms of this Agreement and any amendments thereto; (2nd)the provisions of the Task Order; (3rd)the provisions of the RFTOP. PDSA CONTRACT NO. FE18-00-02 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 1 of 17 SECTION 2. TASK ORDER ISSUANCE BY SANITATION DISTRICT The directive Task Order issued by the SANITATION DISTRICT, shall specifically, or by reference to the RFTOP and corresponding TOP, set forth the specific detailed terms of this Agreement that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, scope of work, time for performance, and compensation. SECTION 3. TERM This Agreement shall commence on the effective date of this Agreement, and terminate on June 30, 2019 unless further extended by written agreement by the SANITATION DISTRICT and CONSULTANT. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. The SANITATION DISTRICT has the option to renew this Agreement twice, each with a one (1)year term, for a maximim contract duration of three (3) years total. SECTION 4. COMPENSATION The total compensation, payable to the CONSULTANT pursuant to this Agreement, shall not exceed Six Hundred Thousand Dollars ($600,000) per year in accordance with the terms described in Section 3 -TERM. The compensation includes, but is not limited to, fees for professional engineering services (based on individual burdened labor rates and Subconsultant/Subcontractor fees), overhead, and profit. The specific amount of compensation payable to the CONSULTANT for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed Three Hundred Thousand Dollars ($300,000) per individual Task Order unless authorized by the SANITATION DISTRICT's Board of Directors. CONSULTANT agrees and acknowledges that the execution of this Agreement does not in any way guarantee that a Task Order will be issued to CONSULTANT. Moreover, execution of this Agreement shall not entitle CONSULTANT to any form of payment or compensation from the SANITATION DISTRICT without the SANITATION DISTRICT first having issued a written Task Order. A. Total Compensation Total compensation for any Task Order shall be not exceed the amount indicated in the approved or amended Task Order. 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 the project and paid to the personnel of CONSULTANT. The cost of benefits for CONSULTANT and its Subconsultants/Subcontractors shall be based on the Fringe Rates identified in Attachment"E"— Fee Proposal. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to the project. PDSA CONTRACT NO. FE18-00-02 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 2 of 17 C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and its Subconsultants/Subcontractors for overhead at the rates equal to the percentage of burdened labor as specified in Attachment"E"— Fee Proposal. D. Profit Profit for CONSULTANT and its Subconsultants/Subcontractors shall be a percentage of the burdened salary rate and overhead rate. The profit shall be ten percent(10%)of the burdened salary rate and overhead rate. Profit shall remain fixed through the term of this Agreement, inclusive of any renewals identified in Section 3—TERM. As a portion of the total compensation to be paid to CONSULTANT and its Subconsultants/Subcontractors, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants/Subcontractors for the project according to Attachment"E"—Fee Proposal. E. Direct Costs The SANITATION DISTRICT shall reimburse CONSULTANT and its Subconsultants/Subcontractors the actual costs of permits and associated fees, travel, licenses, and other services for an amount not to exceed the sums set forth in each approved Task Order. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior written 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, refer to Attachment"D"— Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 4—COMPENSATION above. F. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Subconsultants/Subcontractors due to modifications in the scope of work resulting from field investigations and field work required by Task Order. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment "D"—Allowable Direct Costs for payment information. 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 PDSA CONTRACT NO. FE18-00-02 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 3 of 17 rates utilized by the SANITATION DISTRICT can be found on the U.S. General Services Administration website at http://www.gsa.gov/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs inclusive but not limit 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 a 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 Attachment"Y—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 TOP will exceed seventy-five percent (75%) of the not to exceed amount of the Task Order, including any 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 of a Task Order is a material breach of this Agreement. PDSA CONTRACT NO. FE18-00-02 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 4 of 17 I. Extra Work: For extra work not a part of a Task Order, written authorization from the SANITATION DISTRICT is required prior to the CONSULTANT undertaking any extra work. J. Method of Payment: The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly invoices based on the total services which have been satisfactorily completed and specifying a percentage of completion. The CONSULTANT's billings shall be certified for payment by the SANITATION DISTRICT only after the SANITATION DISTRICT has determined that the CONSULTANT has completed each applicable project task. CONSULTANT shall submit separate invoices for each Task Order on a monthly basis. CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT PROVISIONS. K. Task Order Completion Upon satisfactory completion of the work performed under each Task Order, and prior to final payment under each Task Order 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. L. False Claims 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/Subcontractors. A CONSULTANT or Subconsultant/Subcontractor shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant/Subcontractor: (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. PDSA CONTRACT NO. FE18-00-02 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 5 of 17 M. California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the CONSULTANT's employees and/or Subconsultants/Subcontractors who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Subconsultants/Subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. The CONSULTANT and Subconsultants/Subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section1776 may be deducted from progress payments per Section 1776. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants/Subcontractors 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/Subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(a). N. Record of Expenses: The CONSULTANT shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available to the SANITATION DISTRICT upon request. O. 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 payable under the Task Order, provided that the total compensation for the Task Order is not increased. SECTION 5. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT The CONSULTANT shall not contract with any other person or entity to perform the services required without the written approval of the SANITATION DISTRICT. This Agreement may not be assigned voluntarily, or by operation of law, without the prior written approval of the SANITATION DISTRICT. If the CONSULTANT is permitted to subcontract any part of this Agreement by the SANITATION DISTRICT, the CONSULTANT shall be responsible to the SANITATION DISTRICT for the acts and omissions of its Subconsultant/Subcontractor, as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any Subconsultant/Subcontractor and the SANITATION DISTRICT. All persons engaged in the work will be considered employees of the CONSULTANT. The SANITATION DISTRICT will deal directly with and will make all payments to the CONSULTANT. PDSA CONTRACT NO. FE18-00-02 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 6 of 17 SECTION & CHANGES TO SCOPE OF WORK In the event of a change in the scope of work as requested by the SANITATION DISTRICT, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. SECTION 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE A. 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 , 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 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 section 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 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. C. Copies of Work Product Upon completion of the work required for each Task Order, the CONSULTANT shall deliver to the SANITATION DISTRICT the number of copies specified in the specific Task Order scope of work of the final report containing the CONSULTANTS findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. SECTION 8. INSURANCE A. General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VI11, 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 PDSA CONTRACT NO. FE18-00-02 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 7 of 17 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, 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. Automotive Vehicle Liability Insurance: The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of 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. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable to the SANITATION DISTRICT. PDSA CONTRACT NO. FE18-00-02 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 8 of 17 F. Worker's Compensation Insurance: The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability: CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than 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. The CONSULTANT shall provide the SANITATION DISTRICT with access to copies of its insurance policies and amendatory endorsements effecting coverage at its regional office in Irvine, California during normal working hours. Confidential information may be redacted from said policies, provided that verification of coverage may not be redacted. H. Proof of Coverage: The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and accepted by the SANITATION DISTRICT before work commences. The SANITATION PDSA CONTRACT NO. FE18-00-02 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 9 of 17 DISTRICT reserves the right to review complete copies of all required insurance policies, including endorsements, affecting the coverage required, at any time at CONSULTANT's regional office. 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 acceptance 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 (Auto Liability) the SANITATION DISTRICT acceptance. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2570 or equivalent I. Cancellation Notice: Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30) days prior written notice. The Cancellation Section of ACORD Form 25 (5/2010)shall state the required thirty (30)days written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30)days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT 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 the SANITATION DISTRICT's Risk Management Division, and shall be received by the SANITATION DISTRICT not less than thirty (30)days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. J. Primary Insurance: All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. PDSA CONTRACT NO. FE18-00-02 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 10 of 17 K. Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable): Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. SANITATION DISTRICT will not invoke the option expressed in this paragraph unless it has reasonable cause to question CONSULTANT's financial strength. M. Deductibles and Self-Insured Retentions: Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require acceptance 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. N. 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. O. Subconsultants/Subcontractors: The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant/Subcontractor 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/Subcontractor's operations and work. P. 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. SECTION 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of a Task Order, the names and full descriptions of all Subconsultants/Subcontractors and CONSULTANT's project team members anticipated to be used in performing work under a Task Order. CONSULTANT shall include a description of the work and services to be done by each Subconsultant/Subcontractor and each of CONSULTANT's project team members in its TOP. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant/Subcontractor, broken down as indicated in Section 4- COMPENSATION. PDSA CONTRACT NO. FE18-00-02 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 11 of 17 There shall be no substitution of the listed Subconsultants/Subcontractors and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. SECTION 10. ENGINEERING REGISTRATION The CONSULTANT's personnel and Suboonsultants/Subcontractors 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 who are registered in the State of California. SECTION 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/Subcontractors. 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 fifteen (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. SECTION 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/Subcontractors, agents or employees of the SANITATION DISTRICT and shall obtain no rights to any benefits which accrue to the SANITATION PDSA CONTRACT NO. FE18-00-02 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 12 of 17 DISTRICT's employees. 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 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 insurance and similar matters. SECTION 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. Notice shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708 Attention: Larry Roberson, Senior Contracts Administrator Copy: Jeffrey Mohr, Engineering Manager Notice shall be mailed to CONSULTANT at: BLACK &VEATCH CORPORATION 5 Peters Canyon Road, Suite 300 Irvine, CA 92606 Attention: James H. Clark All communication regarding the Task Order, 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. SECTION 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 Section 13 - NOTICES. PDSA CONTRACT NO. FE18-00-02 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 13 of 17 SECTION 15. 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. The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations of Federal, State and local government in all aspects related to this Agreement and any work completed for the SANITATION DISTRICT. SECTION 16. 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. SECTION 17. 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. SECTION 18. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. SECTION 19. 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 defciency(ies). SECTION 20. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnity, 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 the SANITATION DISTRICTS 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, PDSA CONTRACT NO. FE18-00-02 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 14 of 17 losses,judgments, fines, penalties, costs and expenses (including without limitation, attorney's 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, pertain to, or relate 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's Subconsultants, CONSULTANT's 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's Subconsultant, CONSULTANT's 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. SECTION 21. 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 PDSA CONTRACT NO. FE18-00-02 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 15 of 17 determines that the Claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such Claims. 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. SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which may be amended from time to time. SECTION 23. GOVERNING LAW This Agreement shall be governed by and interpreted under the laws of the State of California and the parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. SECTION 24. TIME OF ESSENCE Time is of the essence in the performance of this Agreement. SECTION 25. CONFLICT OF INTEREST The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with the CONSULTANT. SECTION 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PDSA CONTRACT NO. FE18-00-02 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 16 of 17 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT, as of the day and year first above written. BLACK&VEATCH CORPORATION By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Gregory C. Sebourn, PLS Date Chair, Board of Directors By Kelly A. Lore Date Clerk of the Board By Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment"A" Scope of Work Template Attachment'B" Not Used Attachment"C' Not Attached Attachment"D" Allowable Direct Costs Attachment"E" Fee Proposal Attachment"F" Not Attached Attachment"G" Not Attached Attachment"H" Not Used Attachment"I" Not Used Attachment"J" Not Attached Attachment"K" Not Used Attachment"L" OCSD Safety Standards PDSA CONTRACT NO. FE18-00-02 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 17 of 17 PROFESSIONAL DESIGN SERVICES AGREEMENT This Agreement is made and entered into, to be effective this 1-'day of July, 2018, by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "SANITATION DISTRICT" AND DUDEK hereinafter referred to as "CONSULTANT" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the SANITATION DISTRICT in accordance with Ordinance No. OCSD-52, by action on June 27, 2018 approved the award of a Professional Design Services Agreement ("Agreement")for CONTRACT NO. FE18-00-03, to CONSULTANT to provide services for selected projects on a Task Order basis, from July 1, 2018 to June 30, 2019 ; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional engineering and related services; and, WHEREAS, the parties intend by this Agreement to set forth the general terms and conditions that will apply to any specific project for which CONSULTANT is given a Task Order by the SANITATION DISTRICT. NOW, THEREFORE, the SANITATION DISTRICT and the CONSULTANT mutually agree as follows: SECTION 1. SCOPE OF AGREEMENT The SANITATION DISTRICT, at its sole discretion, may, from time to time during the term of this Agreement, issue a Request for Task Order Proposal ("RFTOP")setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Task Order Proposal ("TOP")from the CONSULTANT, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the CONSULTANT's TOP, and the Task Order shall upon execution by the SANITATION DISTRICT, be attached hereto and become an operative part of this Agreement. Should any conflict or inconsistency exist in the contract documents identified in this section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 at)the terms of this Agreement and any amendments thereto; (2nd)the provisions of the Task Order; (3rd)the provisions of the RFTOP. PDSA CONTRACT NO. FE18-00-03 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 1 of 17 SECTION 2. TASK ORDER ISSUANCE BY SANITATION DISTRICT The directive Task Order issued by the SANITATION DISTRICT, shall specifically, or by reference to the RFTOP and corresponding TOP, set forth the specific detailed terms of this Agreement that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, scope of work, time for performance, and compensation. SECTION 3. TERM This Agreement shall commence on the effective date of this Agreement, and terminate on June 30, 2019 unless further extended by written agreement by the SANITATION DISTRICT and CONSULTANT. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. The SANITATION DISTRICT has the option to renew this Agreement twice, each with a one (1)year term, for a maximim contract duration of three (3) years total. SECTION 4. COMPENSATION The total compensation, payable to the CONSULTANT pursuant to this Agreement, shall not exceed Six Hundred Thousand Dollars ($600,000) per year in accordance with the terms described in Section 3 -TERM. The compensation includes, but is not limited to, fees for professional engineering services (based on individual burdened labor rates and Subconsultant/Subcontractor fees), overhead, and profit. The specific amount of compensation payable to the CONSULTANT for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed Three Hundred Thousand Dollars ($300,000) per individual Task Order unless authorized by the SANITATION DISTRICT's Board of Directors. CONSULTANT agrees and acknowledges that the execution of this Agreement does not in any way guarantee that a Task Order will be issued to CONSULTANT. Moreover, execution of this Agreement shall not entitle CONSULTANT to any form of payment or compensation from the SANITATION DISTRICT without the SANITATION DISTRICT first having issued a written Task Order. A. Total Compensation Total compensation for any Task Order shall be not exceed the amount indicated in the approved or amended Task Order. 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 the project and paid to the personnel of CONSULTANT. The cost of benefits for CONSULTANT and its Subconsultants/Subcontractors shall be based on the Fringe Rates identified in Attachment"E"— Fee Proposal. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to the project. PDSA CONTRACT NO. FE18-00-03 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 2 of 17 C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and its Subconsultants/Subcontractors for overhead at the rates equal to the percentage of burdened labor as specified in Attachment"E"— Fee Proposal. D. Profit Profit for CONSULTANT and its Subconsultants/Subcontractors shall be a percentage of the burdened salary rate and overhead rate. The profit shall be ten percent(10%)of the burdened salary rate and overhead rate. Profit shall remain fixed through the term of this Agreement, inclusive of any renewals identified in Section 3—TERM. As a portion of the total compensation to be paid to CONSULTANT and its Subconsultants/Subcontractors, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants/Subcontractors for the project according to Attachment"E"—Fee Proposal. E. Direct Costs The SANITATION DISTRICT shall reimburse CONSULTANT and its Subconsultants/Subcontractors the actual costs of permits and associated fees, travel, licenses, and other services for an amount not to exceed the sums set forth in each approved Task Order. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior written 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, refer to Attachment"D"— Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 4—COMPENSATION above. F. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Subconsultants/Subcontractors due to modifications in the scope of work resulting from field investigations and field work required by Task Order. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment "D"—Allowable Direct Costs for payment information. 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 PDSA CONTRACT NO. FE18-00-03 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 3 of 17 rates utilized by the SANITATION DISTRICT can be found on the U.S. General Services Administration website at http://www.gsa.gov/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs inclusive but not limit 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 a 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 Attachment"Y—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 TOP will exceed seventy-five percent (75%) of the not to exceed amount of the Task Order, including any 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 of a Task Order is a material breach of this Agreement. PDSA CONTRACT NO. FE18-00-03 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 4 of 17 I. Extra Work: For extra work not a part of a Task Order, written authorization from the SANITATION DISTRICT is required prior to the CONSULTANT undertaking any extra work. J. Method of Payment: The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly invoices based on the total services which have been satisfactorily completed and specifying a percentage of completion. The CONSULTANT's billings shall be certified for payment by the SANITATION DISTRICT only after the SANITATION DISTRICT has determined that the CONSULTANT has completed each applicable project task. CONSULTANT shall submit separate invoices for each Task Order on a monthly basis. CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT PROVISIONS. K. Task Order Completion Upon satisfactory completion of the work performed under each Task Order, and prior to final payment under each Task Order 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. L. False Claims 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/Subcontractors. A CONSULTANT or Subconsultant/Subcontractor shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant/Subcontractor: (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. PDSA CONTRACT NO. FE18-00-03 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 5 of 17 M. California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the CONSULTANT's employees and/or Subconsultants/Subcontractors who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Subconsultants/Subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. The CONSULTANT and Subconsultants/Subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section1776 may be deducted from progress payments per Section 1776. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants/Subcontractors 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/Subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(a). N. Record of Expenses: The CONSULTANT shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available to the SANITATION DISTRICT upon request. O. 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 payable under the Task Order, provided that the total compensation for the Task Order is not increased. SECTION 5. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT The CONSULTANT shall not contract with any other person or entity to perform the services required without the written approval of the SANITATION DISTRICT. This Agreement may not be assigned voluntarily, or by operation of law, without the prior written approval of the SANITATION DISTRICT. If the CONSULTANT is permitted to subcontract any part of this Agreement by the SANITATION DISTRICT, the CONSULTANT shall be responsible to the SANITATION DISTRICT for the acts and omissions of its Subconsultant/Subcontractor, as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any Subcensultant/Subcontractor and the SANITATION DISTRICT. All persons engaged in the work will be considered employees of the CONSULTANT. The SANITATION DISTRICT will deal directly with and will make all payments to the CONSULTANT. PDSA CONTRACT NO. FE18-00-03 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 6 of 17 SECTION & CHANGES TO SCOPE OF WORK In the event of a change in the scope of work as requested by the SANITATION DISTRICT, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. SECTION 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE A. 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 , 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 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 section 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 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. C. Copies of Work Product Upon completion of the work required for each Task Order, the CONSULTANT shall deliver to the SANITATION DISTRICT the number of copies specified in the specific Task Order scope of work of the final report containing the CONSULTANTS findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. SECTION 8. INSURANCE A. General: I. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VI11, 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 PDSA CONTRACT NO. FE18-00-03 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 7 of 17 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. Automotive Vehicle Liability Insurance: The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of 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. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable to the SANITATION DISTRICT. PDSA CONTRACT NO. FE18-00-03 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 8 of 17 F. Worker's Compensation Insurance: The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability: CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than 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. H. Proof of Coverage: The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and accepted by the SANITATION DISTRICT before work commences. The PDSA CONTRACT NO. FE18-00-03 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 9 of 17 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 acceptance 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 (Auto Liability) the SANITATION DISTRICT acceptance. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2570 or equivalent I. Cancellation Notice: Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30) days prior written notice. The Cancellation Section of ACORD Form 25 (5/2010)shall state the required thirty (30)days written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30)days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of the SANITATION DISTRICT's Risk Management Division, and shall be received by the SANITATION DISTRICT not less than thirty(30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. J. Primary Insurance: All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. PDSA CONTRACT NO. FE18-00-03 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 10 of 17 K. Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable): Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions: Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require acceptance 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. N. 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. O. Subconsultants/Subcontractors: The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant/Subcontractor 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/Subcontractor's operations and work. P. 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. SECTION 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of a Task Order, the names and full descriptions of all Subconsultants/Subcontractors and CONSULTANT's project team members anticipated to be used in performing work under a Task Order. CONSULTANT shall include a description of the work and services to be done by each Subconsultant/Subcontractor and each of CONSULTANT's project team members in its TOP. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each SubconsultantlSubcontractor, broken down as indicated in Section 4- COMPENSATION. PDSA CONTRACT NO. FE18-00-03 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 11 of 17 There shall be no substitution of the listed Subconsultants/Subcontractors and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. SECTION 10. ENGINEERING REGISTRATION The CONSULTANT's personnel and Suboonsultants/Subcontractors 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 who are registered in the State of California. SECTION 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/Subcontractors. 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 fifteen (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. SECTION 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/Subcontractors, agents or employees of the SANITATION DISTRICT and shall obtain no rights to any benefits which accrue to the SANITATION PDSA CONTRACT NO. FE18-00-03 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 12 of 17 DISTRICT's employees. 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 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 insurance and similar matters. SECTION 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. Notice shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708 Attention: Larry Roberson, Senior Contracts Administrator Copy: Jeffrey Mohr, Engineering Manager Notice shall be mailed to CONSULTANT at: DUDEK 605 Third Street Encinitas, CA 92024 Attention: Bob Ohlund Copy: Russ Bergholz All communication regarding the Task Order, 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. SECTION 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 Section 13 - NOTICES. PDSA CONTRACT NO. FE18-00-03 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 13 of 17 SECTION 15. 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. The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations of Federal, State and local government in all aspects related to this Agreement and any work completed for the SANITATION DISTRICT. SECTION 16. 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. SECTION 17. 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. SECTION 18. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. SECTION 19. 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 defciency(ies). SECTION 20. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnity, 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 the SANITATION DISTRICTS 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, PDSA CONTRACT NO. FE18-00-03 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 14 of 17 losses,judgments, fines, penalties, costs and expenses (including without limitation, attorney's 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, pertain to, or relate 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's Subconsultants, CONSULTANT's 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's Subconsultant, CONSULTANT's 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. SECTION 21. 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 PDSA CONTRACT NO. FE18-00-03 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 15 of 17 determines that the Claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such Claims. 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. SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which may be amended from time to time. SECTION 23. GOVERNING LAW This Agreement shall be governed by and interpreted under the laws of the State of California and the parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. SECTION 24. TIME OF ESSENCE Time is of the essence in the performance of this Agreement. SECTION 25. CONFLICT OF INTEREST The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with the CONSULTANT. SECTION 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PDSA CONTRACT NO. FE18-00-03 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 16 of 17 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT, as of the day and year first above written. DUDEK By Dale Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Gregory C. Sebourn, PLS Date Chair, Board of Directors By Kelly A. Lore Date Clerk of the Board By Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment"A" Scope of Work Template Attachment'B" Not Used Attachment"C' Not Attached Attachment"D" Allowable Direct Costs Attachment"E" Fee Proposal Attachment"F" Not Attached Attachment"G" Not Attached Attachment"H" Not Used Attachment"I" Not Used Attachment"J" Not Attached Attachment"K" Not Used Attachment"L" OCSD Safety Standards PDSA CONTRACT NO. FE18-00-03 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 17 of 17 PROFESSIONAL DESIGN SERVICES AGREEMENT This Agreement is made and entered into, to be effective this 1-'day of July, 2018, by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "SANITATION DISTRICT" AND GHD, INC. hereinafter referred to as "CONSULTANT" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the SANITATION DISTRICT in accordance with Ordinance No. OCSD-52, by action on June 27, 2018 approved the award of a Professional Design Services Agreement ("Agreement")for CONTRACT NO. FE18-00-04, to CONSULTANT to provide services for selected projects on a Task Order basis, from July 1, 2018 to June 30, 2019 ; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional engineering and related services; and, WHEREAS, the parties intend by this Agreement to set forth the general terms and conditions that will apply to any specific project for which CONSULTANT is given a Task Order by the SANITATION DISTRICT. NOW, THEREFORE, the SANITATION DISTRICT and the CONSULTANT mutually agree as follows: SECTION 1. SCOPE OF AGREEMENT The SANITATION DISTRICT, at its sole discretion, may, from time to time during the term of this Agreement, issue a Request for Task Order Proposal ("RFTOP")setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Task Order Proposal ("TOP")from the CONSULTANT, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the CONSULTANT's TOP, and the Task Order shall upon execution by the SANITATION DISTRICT, be attached hereto and become an operative part of this Agreement. Should any conflict or inconsistency exist in the contract documents identified in this section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 at)the terms of this Agreement and any amendments thereto; (2nd)the provisions of the Task Order; (3rd)the provisions of the RFTOP. PDSA CONTRACT NO. FE18-00-04 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 1 of 17 SECTION 2. TASK ORDER ISSUANCE BY SANITATION DISTRICT The directive Task Order issued by the SANITATION DISTRICT, shall specifically, or by reference to the RFTOP and corresponding TOP, set forth the specific detailed terms of this Agreement that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, scope of work, time for performance, and compensation. SECTION 3. TERM This Agreement shall commence on the effective date of this Agreement, and terminate on June 30, 2019 unless further extended by written agreement by the SANITATION DISTRICT and CONSULTANT. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. The SANITATION DISTRICT has the option to renew this Agreement twice, each with a one (1)year term, for a maximim contract duration of three (3) years total. SECTION 4. COMPENSATION The total compensation, payable to the CONSULTANT pursuant to this Agreement, shall not exceed Six Hundred Thousand Dollars ($600,000) per year in accordance with the terms described in Section 3 -TERM. The compensation includes, but is not limited to, fees for professional engineering services (based on individual burdened labor rates and Subconsultant/Subcontractor fees), overhead, and profit. The specific amount of compensation payable to the CONSULTANT for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed Three Hundred Thousand Dollars ($300,000) per individual Task Order unless authorized by the SANITATION DISTRICT's Board of Directors. CONSULTANT agrees and acknowledges that the execution of this Agreement does not in any way guarantee that a Task Order will be issued to CONSULTANT. Moreover, execution of this Agreement shall not entitle CONSULTANT to any form of payment or compensation from the SANITATION DISTRICT without the SANITATION DISTRICT first having issued a written Task Order. A. Total Compensation Total compensation for any Task Order shall be not exceed the amount indicated in the approved or amended Task Order. 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 the project and paid to the personnel of CONSULTANT. The cost of benefits for CONSULTANT and its Subconsultants/Subcontractors shall be based on the Fringe Rates identified in Attachment"E"— Fee Proposal. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to the project. PDSA CONTRACT NO. FE18-00-04 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 2 of 17 C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and its Subconsultants/Subcontractors for overhead at the rates equal to the percentage of burdened labor as specified in Attachment"E"— Fee Proposal. D. Profit Profit for CONSULTANT and its Subconsultants/Subcontractors shall be a percentage of the burdened salary rate and overhead rate. The profit shall be ten percent(10%)of the burdened salary rate and overhead rate. Profit shall remain fixed through the term of this Agreement, inclusive of any renewals identified in Section 3—TERM. As a portion of the total compensation to be paid to CONSULTANT and its Subconsultants/Subcontractors, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants/Subcontractors for the project according to Attachment"E"—Fee Proposal. E. Direct Costs The SANITATION DISTRICT shall reimburse CONSULTANT and its Subconsultants/Subcontractors the actual costs of permits and associated fees, travel, licenses, and other services for an amount not to exceed the sums set forth in each approved Task Order. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior written 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, refer to Attachment"D"— Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 4—COMPENSATION above. F. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Subconsultants/Subcontractors due to modifications in the scope of work resulting from field investigations and field work required by Task Order. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment "D"—Allowable Direct Costs for payment information. 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 PDSA CONTRACT NO. FE18-00-04 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 3 of 17 rates utilized by the SANITATION DISTRICT can be found on the U.S. General Services Administration website at http://www.gsa.gov/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs inclusive but not limit 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 a 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 Attachment"Y—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 TOP will exceed seventy-five percent (75%) of the not to exceed amount of the Task Order, including any 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 of a Task Order is a material breach of this Agreement. PDSA CONTRACT NO. FE18-00-04 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 4 of 17 I. Extra Work: For extra work not a part of a Task Order, written authorization from the SANITATION DISTRICT is required prior to the CONSULTANT undertaking any extra work. J. Method of Payment: The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly invoices based on the total services which have been satisfactorily completed and specifying a percentage of completion. The CONSULTANT's billings shall be certified for payment by the SANITATION DISTRICT only after the SANITATION DISTRICT has determined that the CONSULTANT has completed each applicable project task. CONSULTANT shall submit separate invoices for each Task Order on a monthly basis. CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT PROVISIONS. K. Task Order Completion Upon satisfactory completion of the work performed under each Task Order, and prior to final payment under each Task Order 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. L. False Claims 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/Subcontractors. A CONSULTANT or Subconsultant/Subcontractor shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant/Subcontractor: (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. PDSA CONTRACT NO. FE18-00-04 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 5 of 17 M. California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the CONSULTANT's employees and/or Subconsultants/Subcontractors who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Subconsultants/Subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. The CONSULTANT and Subconsultants/Subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section1776 may be deducted from progress payments per Section 1776. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants/Subcontractors 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/Subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(a). N. Record of Expenses: The CONSULTANT shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available to the SANITATION DISTRICT upon request. O. 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 payable under the Task Order, provided that the total compensation for the Task Order is not increased. SECTION 5. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT The CONSULTANT shall not contract with any other person or entity to perform the services required without the written approval of the SANITATION DISTRICT. This Agreement may not be assigned voluntarily, or by operation of law, without the prior written approval of the SANITATION DISTRICT. If the CONSULTANT is permitted to subcontract any part of this Agreement by the SANITATION DISTRICT, the CONSULTANT shall be responsible to the SANITATION DISTRICT for the acts and omissions of its Subconsultant/Subcontractor, as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any Subcensultant/Subcontractor and the SANITATION DISTRICT. All persons engaged in the work will be considered employees of the CONSULTANT. The SANITATION DISTRICT will deal directly with and will make all payments to the CONSULTANT. PDSA CONTRACT NO. FE18-00-04 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 6 of 17 SECTION & CHANGES TO SCOPE OF WORK In the event of a change in the scope of work as requested by the SANITATION DISTRICT, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. SECTION 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE A. 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 , 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 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 section 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 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. C. Copies of Work Product Upon completion of the work required for each Task Order, the CONSULTANT shall deliver to the SANITATION DISTRICT the number of copies specified in the specific Task Order scope of work of the final report containing the CONSULTANTS findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. SECTION 8. INSURANCE A. General: I. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VI11, 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 PDSA CONTRACT NO. FE18-00-04 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 7 of 17 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. Automotive Vehicle Liability Insurance: The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of 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. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable to the SANITATION DISTRICT. PDSA CONTRACT NO. FE18-00-04 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 8 of 17 F. Worker's Compensation Insurance: The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability: CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than 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. H. Proof of Coverage: The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and accepted by the SANITATION DISTRICT before work commences. The PDSA CONTRACT NO. FE18-00-04 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 9 of 17 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 acceptance 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 (Auto Liability) the SANITATION DISTRICT acceptance. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2570 or equivalent I. Cancellation Notice: Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30) days prior written notice. The Cancellation Section of ACORD Form 25 (5/2010)shall state the required thirty (30)days written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30)days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of the SANITATION DISTRICT's Risk Management Division, and shall be received by the SANITATION DISTRICT not less than thirty(30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. J. Primary Insurance: All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. PDSA CONTRACT NO. FE18-00-04 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 10 of 17 K. Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable): Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions: Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require acceptance 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. N. 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. O. Subconsultants/Subcontractors: The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant/Subcontractor 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/Subcontractor's operations and work. P. 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. SECTION 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of a Task Order, the names and full descriptions of all Subconsultants/Subcontractors and CONSULTANT's project team members anticipated to be used in performing work under a Task Order. CONSULTANT shall include a description of the work and services to be done by each Subconsultant/Subcontractor and each of CONSULTANT's project team members in its TOP. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each SubconsultantlSubcontractor, broken down as indicated in Section 4- COMPENSATION. PDSA CONTRACT NO. FE18-00-04 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 11 of 17 There shall be no substitution of the listed Subconsultants/Subcontractors and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. SECTION 10. ENGINEERING REGISTRATION The CONSULTANT's personnel and Suboonsultants/Subcontractors 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 who are registered in the State of California. SECTION 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/Subcontractors. 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 fifteen (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. SECTION 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/Subcontractors, agents or employees of the SANITATION DISTRICT and shall obtain no rights to any benefits which accrue to the SANITATION PDSA CONTRACT NO. FE18-00-04 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 12 of 17 DISTRICT's employees. 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 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 insurance and similar matters. SECTION 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. Notice shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708 Attention: Larry Roberson, Senior Contracts Administrator Copy: Jeffrey Mohr, Engineering Manager Notice shall be mailed to CONSULTANT at: GHD, INC. 175 Technology Drive, Suite 200 Irvine, CA 92618 Attention: Greg Watanabe All communication regarding the Task Order, 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. SECTION 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 Section 13 - NOTICES. PDSA CONTRACT NO. FE18-00-04 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 13 of 17 SECTION 15. 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. The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations of Federal, State and local government in all aspects related to this Agreement and any work completed for the SANITATION DISTRICT. SECTION 16. 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. SECTION 17. 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. SECTION 18. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. SECTION 19. 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 defciency(ies). SECTION 20. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnity, 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 the SANITATION DISTRICTS 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, PDSA CONTRACT NO. FE18-00-04 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 14 of 17 losses,judgments, fines, penalties, costs and expenses (including without limitation, attorney's 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, pertain to, or relate 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's Subconsultants, CONSULTANT's 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's Subconsultant, CONSULTANT's 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. SECTION 21. 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 PDSA CONTRACT NO. FE18-00-04 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 15 of 17 determines that the Claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such Claims. 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. SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which may be amended from time to time. SECTION 23. GOVERNING LAW This Agreement shall be governed by and interpreted under the laws of the State of California and the parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. SECTION 24. TIME OF ESSENCE Time is of the essence in the performance of this Agreement. SECTION 25. CONFLICT OF INTEREST The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with the CONSULTANT. SECTION 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PDSA CONTRACT NO. FE18-00-04 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 16 of 17 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT, as of the day and year first above written. GHD, INC. By Dale Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Gregory C. Sebourn, PLS Date Chair, Board of Directors By Kelly A. Lore Date Clerk of the Board By Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment"A" Scope of Work Template Attachment'B" Not Used Attachment"C' Not Attached Attachment"D" Allowable Direct Costs Attachment"E" Fee Proposal Attachment"F" Not Attached Attachment"G" Not Attached Attachment"H" Not Used Attachment"I" Not Used Attachment"J" Not Attached Attachment"K" Not Used Attachment"L" OCSD Safety Standards PDSA CONTRACT NO. FE18-00-04 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 17 of 17 PROFESSIONAL DESIGN SERVICES AGREEMENT This Agreement is made and entered into, to be effective this 1-'day of July, 2018, by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "SANITATION DISTRICT" AND HDR ENGINEERING, INC. hereinafter referred to as "CONSULTANT" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the SANITATION DISTRICT in accordance with Ordinance No. OCSD-52, by action on June 27, 2018 approved the award of a Professional Design Services Agreement ("Agreement")for CONTRACT NO. FE18-00-05, to CONSULTANT to provide services for selected projects on a Task Order basis, from July 1, 2018 to June 30, 2019 ; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional engineering and related services; and, WHEREAS, the parties intend by this Agreement to set forth the general terms and conditions that will apply to any specific project for which CONSULTANT is given a Task Order by the SANITATION DISTRICT. NOW, THEREFORE, the SANITATION DISTRICT and the CONSULTANT mutually agree as follows: SECTION 1. SCOPE OF AGREEMENT The SANITATION DISTRICT, at its sole discretion, may, from time to time during the term of this Agreement, issue a Request for Task Order Proposal ("RFTOP")setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Task Order Proposal ("TOP")from the CONSULTANT, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the CONSULTANT's TOP, and the Task Order shall upon execution by the SANITATION DISTRICT, be attached hereto and become an operative part of this Agreement. Should any conflict or inconsistency exist in the contract documents identified in this section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 at)the terms of this Agreement and any amendments thereto; (2nd)the provisions of the Task Order; (3rd)the provisions of the RFTOP. PDSA CONTRACT NO. FE18-00-05 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 1 of 17 SECTION 2. TASK ORDER ISSUANCE BY SANITATION DISTRICT The directive Task Order issued by the SANITATION DISTRICT, shall specifically, or by reference to the RFTOP and corresponding TOP, set forth the specific detailed terms of this Agreement that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, scope of work, time for performance, and compensation. SECTION 3. TERM This Agreement shall commence on the effective date of this Agreement, and terminate on June 30, 2019 unless further extended by written agreement by the SANITATION DISTRICT and CONSULTANT. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. The SANITATION DISTRICT has the option to renew this Agreement twice, each with a one (1)year term, for a maximim contract duration of three (3) years total. SECTION 4. COMPENSATION The total compensation, payable to the CONSULTANT pursuant to this Agreement, shall not exceed Six Hundred Thousand Dollars ($600,000) per year in accordance with the terms described in Section 3 -TERM. The compensation includes, but is not limited to, fees for professional engineering services (based on individual burdened labor rates and Subconsultant/Subcontractor fees), overhead, and profit. The specific amount of compensation payable to the CONSULTANT for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed Three Hundred Thousand Dollars ($300,000) per individual Task Order unless authorized by the SANITATION DISTRICT's Board of Directors. CONSULTANT agrees and acknowledges that the execution of this Agreement does not in any way guarantee that a Task Order will be issued to CONSULTANT. Moreover, execution of this Agreement shall not entitle CONSULTANT to any form of payment or compensation from the SANITATION DISTRICT without the SANITATION DISTRICT first having issued a written Task Order. A. Total Compensation Total compensation for any Task Order shall be not exceed the amount indicated in the approved or amended Task Order. 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 the project and paid to the personnel of CONSULTANT. The cost of benefits for CONSULTANT and its Subconsultants/Subcontractors shall be based on the Fringe Rates identified in Attachment"E"— Fee Proposal. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to the project. PDSA CONTRACT NO. FE18-00-05 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 2 of 17 C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and its Subconsultants/Subcontractors for overhead at the rates equal to the percentage of burdened labor as specified in Attachment"E"— Fee Proposal. D. Profit Profit for CONSULTANT and its Subconsultants/Subcontractors shall be a percentage of the burdened salary rate and overhead rate. The profit shall be ten percent(10%)of the burdened salary rate and overhead rate. Profit shall remain fixed through the term of this Agreement, inclusive of any renewals identified in Section 3—TERM. As a portion of the total compensation to be paid to CONSULTANT and its Subconsultants/Subcontractors, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants/Subcontractors for the project according to Attachment"E"—Fee Proposal. E. Direct Costs The SANITATION DISTRICT shall reimburse CONSULTANT and its Subconsultants/Subcontractors the actual costs of permits and associated fees, travel, licenses, and other services for an amount not to exceed the sums set forth in each approved Task Order. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior written 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, refer to Attachment"D"— Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 4—COMPENSATION above. F. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Subconsultants/Subcontractors due to modifications in the scope of work resulting from field investigations and field work required by Task Order. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment"D" —Allowable Direct Costs for payment information. 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 Services Administration website at http://www.gsa.gov/portal/category/104711#. PDSA CONTRACT NO. FE18-00-05 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 3 of 17 The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs inclusive but not limit 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 a 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 Attachment"Y—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 TOP will exceed seventy-five percent (75%) of the not to exceed amount of the Task Order, including any 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 of a Task Order is a material breach of this Agreement. I. Extra Work: For extra work not a part of a Task Order, written authorization from the SANITATION DISTRICT is required prior to the CONSULTANT undertaking any extra work. PDSA CONTRACT NO. FE18-00-05 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 4 of 17 J. Method of Payment: The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly invoices based on the total services which have been satisfactorily completed and specifying a percentage of completion. The CONSULTANT's billings shall be certified for payment by the SANITATION DISTRICT only after the SANITATION DISTRICT has determined that the CONSULTANT has completed each applicable project task. The SANITATION DISTRICT will pay all undisputed amounts within sixty (60) days following receipt of CONSULTANT's invoice. CONSULTANT shall submit separate invoices for each Task Order on a monthly basis. CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT PROVISIONS. K. Task Order Completion Upon satisfactory completion of the work performed under each Task Order, and prior to final payment under each Task Order 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. L. False Claims 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/Subcontractors. A CONSULTANT or SubconsultanUSubcontractor shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant/Subcontractor: (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. PDSA CONTRACT NO. FE18-00-05 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 5 of 17 M. California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the CONSULTANT's employees and/or Subconsultants/Subcontractors who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Subconsultants/Subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. The CONSULTANT and Subconsultants/Subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section1776 may be deducted from progress payments per Section 1776. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants/Subcontractors 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/Subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(a). N. Record of Expenses: The CONSULTANT shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available to the SANITATION DISTRICT upon request. O. 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 payable under the Task Order, provided that the total compensation for the Task Order is not increased. SECTION 5. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT The CONSULTANT shall not contract with any other person or entity to perform the services required without the written approval of the SANITATION DISTRICT. This Agreement may not be assigned voluntarily, or by operation of law, without the prior written approval of the SANITATION DISTRICT. If the CONSULTANT is permitted to subcontract any part of this Agreement by the SANITATION DISTRICT, the CONSULTANT shall be responsible to the SANITATION DISTRICT for the acts and omissions of its Subconsultant/Subcontractor, as it is for persons directly employed. Nothing contained in this Agreement shall create any PDSA CONTRACT NO. FE18-00-05 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 6 of 17 contractual relationship between any Subconsultant/Subcontractor and the SANITATION DISTRICT. All persons engaged in the work will be considered employees of the CONSULTANT. The SANITATION DISTRICT will deal directly with and will make all payments to the CONSULTANT. SECTION 6. CHANGES TO SCOPE OF WORK In the event of a change in the scope of work as requested by the SANITATION DISTRICT, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. SECTION 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE A. 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 , 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 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 section 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 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. C. Copies of Work Product Upon completion of the work required for each Task Order, the CONSULTANT shall deliver to the SANITATION DISTRICT the number of copies specified in the specific Task Order scope of work of the final report containing the CONSULTANTS findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. SECTIONS. INSURANCE A. General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. PDSA CONTRACT NO. FE18-00-05 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 7 of 17 ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VI11, 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, 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. Automotive Vehicle Liability Insurance: The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of 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 CONTRACT NO. FE18-00-05 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 8 of 17 E. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable to the SANITATION DISTRICT. F. Worker's Compensation Insurance: The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability: CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than 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. PDSA CONTRACT NO. FE18-00-05 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 9 of 17 H. Proof of Coverage: The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and accepted 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 (512010)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 acceptance 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 (Auto Liability) the SANITATION DISTRICT acceptance. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2570 or equivalent I. Cancellation Notice: Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30) days prior written notice. The Cancellation Section of ACORD Form 25 (5/2010)shall state the required thirty (30)days written notification. The policy shall not terminate, nor shall it be cancelled, 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 the SANITATION DISTRICT's Risk Management Division, 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 CONTRACT NO. FE18-00-05 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 10 of 17 J. Primary Insurance: All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable): Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions: Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require acceptance by the SANITATION DISTRICT. N. 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. O. Subconsultants/Subcontractors: The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant/Subcontractor 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/Subcontractor's operations and work. P. 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. SECTION 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of a Task Order, the names and full descriptions of all Subconsultants/Subcontractors and CONSULTANT's project team members anticipated to be used in performing work under a Task Order. CONSULTANT shall include a description of the work and services to be done by each SubconsultanUSubcontractor and each of CONSULTANT's project team members in its TOP. PDSA CONTRACT NO. FE18-00-05 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 11 of 17 CONSULTANT shall include the respective compensation amounts for CONSULTANT and each SubconsultanUSubcontractor, broken down as indicated in Section 4- COMPENSATION. There shall be no substitution of the listed Subconsultants/Subcontractors and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. SECTION 10. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants/Subcontractors 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 who are registered in the State of California. SECTION 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/Subcontractors. 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 fifteen (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. SECTION 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/Subcontractors, agents or employees of the SANITATION DISTRICT and shall obtain no rights to any benefits which accrue to the SANITATION PDSA CONTRACT NO. FE18-00-05 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 12 of 17 DISTRICT's employees. 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 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 insurance and similar matters. SECTION 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. Notice shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708 Attention: Larry Roberson, Senior Contracts Administrator Copy: Jeffrey Mohr, Engineering Manager Notice shall be mailed to CONSULTANT at: HDR ENGINEERING, INC. 3230 El Camino Real, Suite 200 Irvine, CA 92602 Attention: Aaron Meilleur All communication regarding the Task Order, 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. SECTION 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. SANITATION DISTRICT may terminate this AGREEMENT for cause at any time after providing CONSULTANT written notice of breach and a reasonable opportunity to cure. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Section 13 - NOTICES. PDSA CONTRACT NO. FE18-00-05 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 13 of 17 SECTION 15. 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. The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations of Federal, State and local government in all aspects related to this Agreement and any work completed for the SANITATION DISTRICT. SECTION 16. 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. SECTION 17. 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. SECTION 18. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. SECTION 19. 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 defciency(ies). SECTION 20. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnity, 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 the SANITATION DISTRICTS 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, PDSA CONTRACT NO. FE18-00-05 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 14 of 17 losses,judgments, fines, penalties, costs and expenses (including without limitation, attorney's 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, pertain to, or relate 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's Subconsultants, CONSULTANT's 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's Subconsultant, CONSULTANT's 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. SECTION 21. 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 PDSA CONTRACT NO. FE18-00-05 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 15 of 17 determines that the Claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such Claims. 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. SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which may be amended from time to time. SECTION 23. GOVERNING LAW This Agreement shall be governed by and interpreted under the laws of the State of California and the parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. SECTION 24. TIME OF ESSENCE Time is of the essence in the performance of this Agreement. SECTION 25. CONFLICT OF INTEREST The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with the CONSULTANT. SECTION 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PDSA CONTRACT NO. FE18-00-05 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 16 of 17 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT, as of the day and year first above written. HDR ENGINEERING, INC. By Dale Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Gregory C. Sebourn, PLS Date Chair, Board of Directors By Kelly A. Lore Date Clerk of the Board By Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment"A" Scope of Work Template Attachment'B" Not Used Attachment"C' Not Attached Attachment"D" Allowable Direct Costs Attachment"E" Fee Proposal Attachment"F" Not Attached Attachment"G" Not Attached Attachment"H" Not Used Attachment"I" Not Used Attachment"J" Not Attached Attachment"K" Not Used Attachment"L" OCSD Safety Standards PDSA CONTRACT NO. FE18-00-05 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 17 of 17 PROFESSIONAL DESIGN SERVICES AGREEMENT This Agreement is made and entered into, to be effective this 1-'day of July, 2018, by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "SANITATION DISTRICT" AND IDS GROUP, INC. hereinafter referred to as "CONSULTANT" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the SANITATION DISTRICT in accordance with Ordinance No. OCSD-52, by action on June 27, 2018 approved the award of a Professional Design Services Agreement ("Agreement")for CONTRACT NO. FE18-00-06, to CONSULTANT to provide services for selected projects on a Task Order basis, from July 1, 2018 to June 30, 2019 ; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional engineering and related services; and, WHEREAS, the parties intend by this Agreement to set forth the general terms and conditions that will apply to any specific project for which CONSULTANT is given a Task Order by the SANITATION DISTRICT. NOW, THEREFORE, the SANITATION DISTRICT and the CONSULTANT mutually agree as follows: SECTION 1. SCOPE OF AGREEMENT The SANITATION DISTRICT, at its sole discretion, may, from time to time during the term of this Agreement, issue a Request for Task Order Proposal ("RFTOP")setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Task Order Proposal ("TOP")from the CONSULTANT, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the CONSULTANT's TOP, and the Task Order shall upon execution by the SANITATION DISTRICT, be attached hereto and become an operative part of this Agreement. Should any conflict or inconsistency exist in the contract documents identified in this section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 at)the terms of this Agreement and any amendments thereto; (2nd)the provisions of the Task Order; (3rd)the provisions of the RFTOP. PDSA CONTRACT NO. FE18-00-06 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 1 of 17 SECTION 2. TASK ORDER ISSUANCE BY SANITATION DISTRICT The directive Task Order issued by the SANITATION DISTRICT, shall specifically, or by reference to the RFTOP and corresponding TOP, set forth the specific detailed terms of this Agreement that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, scope of work, time for performance, and compensation. SECTION 3. TERM This Agreement shall commence on the effective date of this Agreement, and terminate on June 30, 2019 unless further extended by written agreement by the SANITATION DISTRICT and CONSULTANT. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. The SANITATION DISTRICT has the option to renew this Agreement twice, each with a one (1)year term, for a maximim contract duration of three (3) years total. SECTION 4. COMPENSATION The total compensation, payable to the CONSULTANT pursuant to this Agreement, shall not exceed Six Hundred Thousand Dollars ($600,000) per year in accordance with the terms described in Section 3 -TERM. The compensation includes, but is not limited to, fees for professional engineering services (based on individual burdened labor rates and Subconsultant/Subcontractor fees), overhead, and profit. The specific amount of compensation payable to the CONSULTANT for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed Three Hundred Thousand Dollars ($300,000) per individual Task Order unless authorized by the SANITATION DISTRICT's Board of Directors. CONSULTANT agrees and acknowledges that the execution of this Agreement does not in any way guarantee that a Task Order will be issued to CONSULTANT. Moreover, execution of this Agreement shall not entitle CONSULTANT to any form of payment or compensation from the SANITATION DISTRICT without the SANITATION DISTRICT first having issued a written Task Order. A. Total Compensation Total compensation for any Task Order shall be not exceed the amount indicated in the approved or amended Task Order. 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 the project and paid to the personnel of CONSULTANT. The cost of benefits for CONSULTANT and its Subconsultants/Subcontractors shall be based on the Fringe Rates identified in Attachment"E"— Fee Proposal. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to the project. PDSA CONTRACT NO. FE18-00-06 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 2 of 17 C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and its Subconsultants/Subcontractors for overhead at the rates equal to the percentage of burdened labor as specified in Attachment"E"— Fee Proposal. D. Profit Profit for CONSULTANT and its Subconsultants/Subcontractors shall be a percentage of the burdened salary rate and overhead rate. The profit shall be ten percent(10%)of the burdened salary rate and overhead rate. Profit shall remain fixed through the term of this Agreement, inclusive of any renewals identified in Section 3—TERM. As a portion of the total compensation to be paid to CONSULTANT and its Subconsultants/Subcontractors, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants/Subcontractors for the project according to Attachment"E"—Fee Proposal. E. Direct Costs The SANITATION DISTRICT shall reimburse CONSULTANT and its Subconsultants/Subcontractors the actual costs of permits and associated fees, travel, licenses, and other services for an amount not to exceed the sums set forth in each approved Task Order. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior written 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, refer to Attachment"D"— Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 4—COMPENSATION above. F. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Subconsultants/Subcontractors due to modifications in the scope of work resulting from field investigations and field work required by Task Order. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment "D"—Allowable Direct Costs for payment information. 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 PDSA CONTRACT NO. FE18-00-06 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 3 of 17 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 Services Administration website at http://www.gsa.gov/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs inclusive but not limit 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 a 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 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 TOP will exceed seventy-five percent (75%) of the not to exceed amount of the Task Order, including any 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 of a Task Order is a material breach of this Agreement. PDSA CONTRACT NO. FE18-00-06 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 4 of 17 I. Extra Work: For extra work not a part of a Task Order, written authorization from the SANITATION DISTRICT is required prior to the CONSULTANT undertaking any extra work. J. Method of Payment: The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly invoices based on the total services which have been satisfactorily completed and specifying a percentage of completion. The CONSULTANT's billings shall be certified for payment by the SANITATION DISTRICT only after the SANITATION DISTRICT has determined that the CONSULTANT has completed each applicable project task. CONSULTANT shall submit separate invoices for each Task Order on a monthly basis. CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT PROVISIONS. K. Task Order Completion Upon satisfactory completion of the work performed under each Task Order, and prior to final payment under each Task Order 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. L. False Claims 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/Subcontractors. A CONSULTANT or Subconsultant/Subcontractor shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant/Subcontractor: (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. PDSA CONTRACT NO. FE18-00-06 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 5 of 17 M. California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the CONSULTANT's employees and/or Subconsultants/Subcontractors who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Subconsultants/Subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. The CONSULTANT and Subconsultants/Subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section1776 may be deducted from progress payments per Section 1776. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants/Subcontractors 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/Subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(a). N. Record of Expenses: The CONSULTANT shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available to the SANITATION DISTRICT upon request. O. 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 payable under the Task Order, provided that the total compensation for the Task Order is not increased. SECTION 5. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT The CONSULTANT shall not contract with any other person or entity to perform the services required without the written approval of the SANITATION DISTRICT. This Agreement may not be assigned voluntarily, or by operation of law, without the prior written approval of the SANITATION DISTRICT. If the CONSULTANT is permitted to subcontract any part of this Agreement by the SANITATION DISTRICT, the CONSULTANT shall be responsible to the SANITATION DISTRICT for the acts and omissions of its Subconsultant/Subcontractor, as it is for persons directly employed. Nothing contained in this Agreement shall create any PDSA CONTRACT NO. FE18-00-06 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 6 of 17 contractual relationship between any Subconsultant/Subcontractor and the SANITATION DISTRICT. All persons engaged in the work will be considered employees of the CONSULTANT. The SANITATION DISTRICT will deal directly with and will make all payments to the CONSULTANT. SECTION 6. CHANGES TO SCOPE OF WORK In the event of a change in the scope of work as requested by the SANITATION DISTRICT, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. SECTION 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE A. 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 , 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 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 section 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 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. C. Copies of Work Product Upon completion of the work required for each Task Order, the CONSULTANT shall deliver to the SANITATION DISTRICT the number of copies specified in the specific Task Order scope of work of the final report containing the CONSULTANTS findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. SECTIONS. INSURANCE A. General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. PDSA CONTRACT NO. FE18-00-06 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 7 of 17 ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VI11, 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 primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive Vehicle Liability Insurance: The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of 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 CONTRACT NO. FE18-00-06 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 8 of 17 E. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable to the SANITATION DISTRICT. F. Worker's Compensation Insurance: The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability: CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than 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 ads of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. PDSA CONTRACT NO. FE18-00-06 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 9 of 17 H. Proof of Coverage: The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and accepted 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 1001 and CG 2037 1001 All other Additional Insured endorsements must be submitted for acceptance 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 (Auto Liability) the SANITATION DISTRICT acceptance. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2570 or equivalent I. Cancellation Notice: Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30) days prior written notice. The Cancellation Section of ACORD Form 25 (5/2010)shall state the required thirty (30)days written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30)days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of the SANITATION DISTRICT's Risk PDSA CONTRACT NO. FE18-00-06 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 10 of 17 Management Division, and shall be received by the SANITATION DISTRICT not less than thirty(30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. J. Primary Insurance: All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable): Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions: Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require acceptance 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. N. 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. O. Subconsultants/Subcontractors: The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant/Subcontractor hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultanrs/Subcontractor's operations and work. P. 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. PDSA CONTRACT NO. FE18-00-06 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 11 of 17 SECTION 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of a Task Order, the names and full descriptions of all Subconsultants/Subcontractors and CONSULTANT's project team members anticipated to be used in performing work under a Task Order. CONSULTANT shall include a description of the work and services to be done by each Subconsultant/Subcontractor and each of CONSULTANT's project team members in its TOP. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant/Subcontractor, broken down as indicated in Section 4- COMPENSATION. There shall be no substitution of the listed Subconsultants/Subcontractors and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. SECTION 10. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants/Subcontractors 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 who are registered in the State of California. SECTION 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/Subcontractors. 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 fifteen (15) days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all project related accounting records and documents, and any other financial data. PDSA CONTRACT NO. FE18-00-06 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 12 of 17 SECTION 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/Subcontractors, agents or employees of the SANITATION DISTRICT and shall obtain no rights to any benefits which accrue to the SANITATION DISTRICT's employees. 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 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 insurance and similar matters. SECTION 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. Notice shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708 Attention: Larry Roberson, Senior Contracts Administrator Copy: Jeffrey Mohr, Engineering Manager Notice shall be mailed to CONSULTANT at: IDS GROUP, INC. 1 Peters Canyon Road, Suite 130 Irvine, CA 92606 Attention: Said Hilmy All communication regarding the Task Order, 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. SECTION 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. PDSA CONTRACT NO. FE18-00-06 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 13 of 17 CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Section 13 - NOTICES. SECTION 15. 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. The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations of Federal, State and local government in all aspects related to this Agreement and any work completed for the SANITATION DISTRICT. SECTION 16. 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. SECTION 17. 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. SECTION 18. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. SECTION 19. 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). PDSA CONTRACT NO. FE18-00-06 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 14 of 17 SECTION 20. 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 the SANITATION DISTRICTS 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, attorney's 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, pertain to, or relate 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's Subconsultants, CONSULTANT's 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's Subconsultant, CONSULTANT's 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 CONSULTANTS 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. SECTION 21. 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 PDSA CONTRACT NO. FE18-00-06 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 15 of 17 obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such Claims. 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. SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which may be amended from time to time. SECTION 23. GOVERNING LAW This Agreement shall be governed by and interpreted under the laws of the State of California and the parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. SECTION 24. TIME OF ESSENCE Time is of the essence in the performance of this Agreement. SECTION 25. CONFLICT OF INTEREST The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with the CONSULTANT. SECTION 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PDSA CONTRACT NO. FE18-00-06 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 16 of 17 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT, as of the day and year first above written. IDS GROUP, INC. By Dale Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Gregory C. Sebourn, PLS Date Chair, Board of Directors By Kelly A. Lore Date Clerk of the Board By Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment"A" Scope of Work Template Attachment'B" Not Used Attachment"C' Not Attached Attachment"D" Allowable Direct Costs Attachment"E" Fee Proposal Attachment"F" Not Attached Attachment"G" Not Attached Attachment"H" Not Used Attachment"I" Not Used Attachment"J" Not Attached Attachment"K" Not Used Attachment"L" OCSD Safety Standards PDSA CONTRACT NO. FE18-00-06 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 17 of 17 PROFESSIONAL DESIGN SERVICES AGREEMENT This Agreement is made and entered into, to be effective this 1-'day of July, 2018, by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as"SANITATION DISTRICT" AND INFRASTRUCTURE ENGINEERING CORPORATION hereinafter referred to as "CONSULTANT" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the SANITATION DISTRICT in accordance with Ordinance No. OCSD-52, by action on June 27, 2018 approved the award of a Professional Design Services Agreement ("Agreement")for CONTRACT NO. FE18-00-07, to CONSULTANT to provide services for selected projects on a Task Order basis, from July 1, 2018 to June 30, 2019 ; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional engineering and related services; and, WHEREAS, the parties intend by this Agreement to set forth the general terms and conditions that will apply to any specific project for which CONSULTANT is given a Task Order by the SANITATION DISTRICT. NOW, THEREFORE, the SANITATION DISTRICT and the CONSULTANT mutually agree as follows: SECTION 1. SCOPE OF AGREEMENT The SANITATION DISTRICT, at its sole discretion, may, from time to time during the term of this Agreement, issue a Request for Task Order Proposal ("RFTOP")setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Task Order Proposal ("TOP")from the CONSULTANT, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the CONSULTANT's TOP, and the Task Order shall upon execution by the SANITATION DISTRICT, be attached hereto and become an operative part of this Agreement. Should any conflict or inconsistency exist in the contract documents identified in this section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 at)the terms of this Agreement and any amendments thereto; (2nd)the provisions of the Task Order; (3rd)the provisions of the RFTOP. PDSA CONTRACT NO. FE18-00-07 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 1 of 17 SECTION 2. TASK ORDER ISSUANCE BY SANITATION DISTRICT The directive Task Order issued by the SANITATION DISTRICT, shall specifically, or by reference to the RFTOP and corresponding TOP, set forth the specific detailed terms of this Agreement that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, scope of work, time for performance, and compensation. SECTION 3. TERM This Agreement shall commence on the effective date of this Agreement, and terminate on June 30, 2019 unless further extended by written agreement by the SANITATION DISTRICT and CONSULTANT. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. The SANITATION DISTRICT has the option to renew this Agreement twice, each with a one (1)year term, for a maximim contract duration of three (3) years total. SECTION 4. COMPENSATION The total compensation, payable to the CONSULTANT pursuant to this Agreement, shall not exceed Six Hundred Thousand Dollars ($600,000) per year in accordance with the terms described in Section 3 -TERM. The compensation includes, but is not limited to, fees for professional engineering services (based on individual burdened labor rates and Subconsultant/Subcontractor fees), overhead, and profit. The specific amount of compensation payable to the CONSULTANT for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed Three Hundred Thousand Dollars ($300,000) per individual Task Order unless authorized by the SANITATION DISTRICT's Board of Directors. CONSULTANT agrees and acknowledges that the execution of this Agreement does not in any way guarantee that a Task Order will be issued to CONSULTANT. Moreover, execution of this Agreement shall not entitle CONSULTANT to any form of payment or compensation from the SANITATION DISTRICT without the SANITATION DISTRICT first having issued a written Task Order. A. Total Compensation Total compensation for any Task Order shall be not exceed the amount indicated in the approved or amended Task Order. 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 the project and paid to the personnel of CONSULTANT. The cost of benefits for CONSULTANT and its Subconsultants/Subcontractors shall be based on the Fringe Rates identified in Attachment"E"— Fee Proposal. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to the project. PDSA CONTRACT NO. FE18-00-07 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 2 of 17 C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and its Subconsultants/Subcontractors for overhead at the rates equal to the percentage of burdened labor as specified in Attachment"E"— Fee Proposal. D. Profit Profit for CONSULTANT and its Subconsultants/Subcontractors shall be a percentage of the burdened salary rate and overhead rate. The profit shall be ten percent(10%)of the burdened salary rate and overhead rate. Profit shall remain fixed through the term of this Agreement, inclusive of any renewals identified in Section 3—TERM. As a portion of the total compensation to be paid to CONSULTANT and its Subconsultants/Subcontractors, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants/Subcontractors for the project according to Attachment"E"—Fee Proposal. E. Direct Costs The SANITATION DISTRICT shall reimburse CONSULTANT and its Subconsultants/Subcontractors the actual costs of permits and associated fees, travel, licenses, and other services for an amount not to exceed the sums set forth in each approved Task Order. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior written 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, refer to Attachment"D"— Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 4—COMPENSATION above. F. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Subconsultants/Subcontractors due to modifications in the scope of work resulting from field investigations and field work required by Task Order. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment"D" —Allowable Direct Costs for payment information. 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 PDSA CONTRACT NO. FE18-00-07 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 3 of 17 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 Services Administration website at http://www.gsa.gov/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs inclusive but not limit 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 a 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 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 TOP will exceed seventy-five percent (75%) of the not to exceed amount of the Task Order, including any 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 of a Task Order is a material breach of this Agreement. PDSA CONTRACT NO. FE18-00-07 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 4 of 17 I. Extra Work: For extra work not a part of a Task Order, written authorization from the SANITATION DISTRICT is required prior to the CONSULTANT undertaking any extra work. J. Method of Payment: The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly invoices based on the total services which have been satisfactorily completed and specifying a percentage of completion. The CONSULTANT's billings shall be certified for payment by the SANITATION DISTRICT only after the SANITATION DISTRICT has determined that the CONSULTANT has completed each applicable project task. CONSULTANT shall submit separate invoices for each Task Order on a monthly basis. CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT PROVISIONS. K. Task Order Completion Upon satisfactory completion of the work performed under each Task Order, and prior to final payment under each Task Order 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. L. False Claims 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/Subcontractors. A CONSULTANT or Subconsultant/Subcontractor shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant/Subcontractor: (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. PDSA CONTRACT NO. FE18-00-07 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 5 of 17 M. California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the CONSULTANT's employees and/or Subconsultants/Subcontractors who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Subconsultants/Subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. The CONSULTANT and Subconsultants/Subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section1776 may be deducted from progress payments per Section 1776. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants/Subcontractors 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/Subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(a). N. Record of Expenses: The CONSULTANT shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available to the SANITATION DISTRICT upon request. O. 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 payable under the Task Order, provided that the total compensation for the Task Order is not increased. SECTION 5. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT The CONSULTANT shall not contract with any other person or entity to perform the services required without the written approval of the SANITATION DISTRICT. This Agreement may not be assigned voluntarily, or by operation of law, without the prior written approval of the SANITATION DISTRICT. If the CONSULTANT is permitted to subcontract any part of this Agreement by the SANITATION DISTRICT, the CONSULTANT shall be responsible to the SANITATION DISTRICT for the acts and omissions of its Subconsultant/Subcontractor, as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any Subconsultant/Subcontractor and the SANITATION PDSA CONTRACT NO. FE18-00-07 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 6 of 17 DISTRICT. All persons engaged in the work will be considered employees of the CONSULTANT. The SANITATION DISTRICT will deal directly with and will make all payments to the CONSULTANT. SECTION & CHANGES TO SCOPE OF WORK In the event of a change in the scope of work as requested by the SANITATION DISTRICT, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. SECTION 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE A. 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 , 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 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 section 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 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. C. Copies of Work Product Upon completion of the work required for each Task Order, the CONSULTANT shall deliver to the SANITATION DISTRICT the number of copies specified in the specific Task Order scope of work of the final report containing the CONSULTANTS findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. SECTION 8. INSURANCE A. General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. PDSA CONTRACT NO. FE18-00-07 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 7 of 17 ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VI11, 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 primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive Vehicle Liability Insurance: The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of 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 CONTRACT NO. FE18-00-07 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 8 of 17 E. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable to the SANITATION DISTRICT. F. Worker's Compensation Insurance: The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability: CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than 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 ads of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. PDSA CONTRACT NO. FE18-00-07 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 9 of 17 H. Proof of Coverage: The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and accepted 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 1001 and CG 2037 1001 All other Additional Insured endorsements must be submitted for acceptance 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 (Auto Liability) the SANITATION DISTRICT acceptance. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2570 or equivalent I. Cancellation Notice: Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30) days prior written notice. The Cancellation Section of ACORD Form 25 (5/2010)shall state the required thirty (30)days written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30)days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of the SANITATION DISTRICT's Risk PDSA CONTRACT NO. FE18-00-07 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 10 of 17 Management Division, and shall be received by the SANITATION DISTRICT not less than thirty(30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. J. Primary Insurance: All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable): Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions: Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require acceptance 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. N. 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. O. Subconsultants/Subcontractors: The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant/Subcontractor hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultanrs/Subcontractor's operations and work. P. 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. PDSA CONTRACT NO. FE18-00-07 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 11 of 17 SECTIONS. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of a Task Order, the names and full descriptions of all Subconsultants/Subcontractors and CONSULTANT's project team members anticipated to be used in performing work under a Task Order. CONSULTANT shall include a description of the work and services to be done by each Subconsultantlsubcontractor and each of CONSULTANT's project team members in its TOP. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant/Subcontractor, broken down as indicated in Section 4- COMPENSATION. There shall be no substitution of the listed Subconsultants/Subcontractors and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. SECTION 10. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants/Subcontractors 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 who are registered in the State of California. SECTION 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/Subcontractors. 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 fifteen (15) days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all project related accounting records and documents, and any other financial data. PDSA CONTRACT NO. FE18-00-07 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 12 of 17 SECTION 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/Subcontractors, agents or employees of the SANITATION DISTRICT and shall obtain no rights to any benefits which accrue to the SANITATION DISTRICT's employees. 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 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 insurance and similar matters. SECTION 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. Notice shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708 Attention: Larry Roberson, Senior Contracts Administrator Copy: Jeffrey Mohr, Engineering Manager Notice shall be mailed to CONSULTANT at: INFRASTRUCTURE ENGINEERING CORPORATION 300 Spectrum Center Drive, Suite 400 Irvine, CA 92618 Attention: Robert Weber Copy: Santa Lemons All communication regarding the Task Order, 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. SECTION 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. PDSA CONTRACT NO. FE18-00-07 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 13 of 17 CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Section 13 - NOTICES. SECTION 15. 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. The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations of Federal, State and local government in all aspects related to this Agreement and any work completed for the SANITATION DISTRICT. SECTION 16. 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. SECTION 17. 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. SECTION 18. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. SECTION 19. 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). PDSA CONTRACT NO. FE18-00-07 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 14 of 17 SECTION 20. 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 the SANITATION DISTRICTS 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, attorney's 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, pertain to, or relate 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's Subconsultants, CONSULTANT's 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's Subconsultant, CONSULTANT's 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. PDSA CONTRACT NO. FE18-00-07 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 15 of 17 SECTION 21. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such Claims. 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. SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which may be amended from time to time. SECTION 23. GOVERNING LAW This Agreement shall be governed by and interpreted under the laws of the State of California and the parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. SECTION 24. TIME OF ESSENCE Time is of the essence in the performance of this Agreement. SECTION 25. CONFLICT OF INTEREST The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with the CONSULTANT. SECTION 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PDSA CONTRACT NO. FE18-00-07 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 16 of 17 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT, as of the day and year first above written. INFRASTRUCTURE ENGINEERING CORPORATION By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Gregory C. Sebourn, PLS Date Chair, Board of Directors By Kelly A. Lore Date Clerk of the Board By Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment"A" Scope of Work Template Attachment"B" Not Used Attachment"C" Not Attached Attachment"D" Allowable Direct Costs Attachment"E" Fee Proposal Attachment"F" Not Attached Attachment"G" Not Attached Attachment"H" Not Used Attachment"I" Not Used Attachment"J" Not Attached Attachment"K" Not Used Attachment"L" OCSD Safety Standards PDSA CONTRACT NO. FE18-00-07 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 17 of 17 PROFESSIONAL DESIGN SERVICES AGREEMENT This Agreement is made and entered into, to be effective this 1-'day of July, 2018, by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "SANITATION DISTRICT" AND MICHAEL BAKER INTERNATIONAL, INC. hereinafter referred to as "CONSULTANT" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the SANITATION DISTRICT in accordance with Ordinance No. OCSD-52, by action on June 27, 2018 approved the award of a Professional Design Services Agreement ("Agreement")for CONTRACT NO. FE18-00-08, to CONSULTANT to provide services for selected projects on a Task Order basis, from July 1, 2018 to June 30, 2019 ; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional engineering and related services; and, WHEREAS, the parties intend by this Agreement to set forth the general terms and conditions that will apply to any specific project for which CONSULTANT is given a Task Order by the SANITATION DISTRICT. NOW, THEREFORE, the SANITATION DISTRICT and the CONSULTANT mutually agree as follows: SECTION 1. SCOPE OF AGREEMENT The SANITATION DISTRICT, at its sole discretion, may, from time to time during the term of this Agreement, issue a Request for Task Order Proposal ("RFTOP")setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Task Order Proposal ("TOP")from the CONSULTANT, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the CONSULTANT's TOP, and the Task Order shall upon execution by the SANITATION DISTRICT, be attached hereto and become an operative part of this Agreement. Should any conflict or inconsistency exist in the contract documents identified in this section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 at)the terms of this Agreement and any amendments thereto; (2nd)the provisions of the Task Order; (3rd)the provisions of the RFTOP. PDSA CONTRACT NO. FE18-00-08 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 1 of 17 SECTION 2. TASK ORDER ISSUANCE BY SANITATION DISTRICT The directive Task Order issued by the SANITATION DISTRICT, shall specifically, or by reference to the RFTOP and corresponding TOP, set forth the specific detailed terms of this Agreement that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, scope of work, time for performance, and compensation. SECTION 3. TERM This Agreement shall commence on the effective date of this Agreement, and terminate on June 30, 2019 unless further extended by written agreement by the SANITATION DISTRICT and CONSULTANT. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. The SANITATION DISTRICT has the option to renew this Agreement twice, each with a one (1)year term, for a maximim contract duration of three (3) years total. SECTION 4. COMPENSATION The total compensation, payable to the CONSULTANT pursuant to this Agreement, shall not exceed Six Hundred Thousand Dollars ($600,000) per year in accordance with the terms described in Section 3 -TERM. The compensation includes, but is not limited to, fees for professional engineering services (based on individual burdened labor rates and Subconsultant/Subcontractor fees), overhead, and profit. The specific amount of compensation payable to the CONSULTANT for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed Three Hundred Thousand Dollars ($300,000) per individual Task Order unless authorized by the SANITATION DISTRICT's Board of Directors. CONSULTANT agrees and acknowledges that the execution of this Agreement does not in any way guarantee that a Task Order will be issued to CONSULTANT. Moreover, execution of this Agreement shall not entitle CONSULTANT to any form of payment or compensation from the SANITATION DISTRICT without the SANITATION DISTRICT first having issued a written Task Order. A. Total Compensation Total compensation for any Task Order shall be not exceed the amount indicated in the approved or amended Task Order. 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 the project and paid to the personnel of CONSULTANT. The cost of benefits for CONSULTANT and its Subconsultants/Subcontractors shall be based on the Fringe Rates identified in Attachment"E"— Fee Proposal. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to the project. PDSA CONTRACT NO. FE18-00-08 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 2 of 17 C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and its Subconsultants/Subcontractors for overhead at the rates equal to the percentage of burdened labor as specified in Attachment"E"— Fee Proposal. D. Profit Profit for CONSULTANT and its Subconsultants/Subcontractors shall be a percentage of the burdened salary rate and overhead rate. The profit shall be ten percent(10%)of the burdened salary rate and overhead rate. Profit shall remain fixed through the term of this Agreement, inclusive of any renewals identified in Section 3—TERM. As a portion of the total compensation to be paid to CONSULTANT and its Subconsultants/Subcontractors, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants/Subcontractors for the project according to Attachment"E"—Fee Proposal. E. Direct Costs The SANITATION DISTRICT shall reimburse CONSULTANT and its Subconsultants/Subcontractors the actual costs of permits and associated fees, travel, licenses, and other services for an amount not to exceed the sums set forth in each approved Task Order. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior written 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, refer to Attachment"D"— Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 4—COMPENSATION above. F. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Subconsultants/Subcontractors due to modifications in the scope of work resulting from field investigations and field work required by Task Order. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment"D" —Allowable Direct Costs for payment information. 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 PDSA CONTRACT NO. FE18-00-08 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 3 of 17 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 Services Administration website at http://www.gsa.gov/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs inclusive but not limit 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 a 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 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 TOP will exceed seventy-five percent (75%) of the not to exceed amount of the Task Order, including any 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 of a Task Order is a material breach of this Agreement. PDSA CONTRACT NO. FE18-00-08 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 4 of 17 I. Extra Work: For extra work not a part of a Task Order, written authorization from the SANITATION DISTRICT is required prior to the CONSULTANT undertaking any extra work. J. Method of Payment: The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly invoices based on the total services which have been satisfactorily completed and specifying a percentage of completion. The CONSULTANT's billings shall be certified for payment by the SANITATION DISTRICT only after the SANITATION DISTRICT has determined that the CONSULTANT has completed each applicable project task. CONSULTANT shall submit separate invoices for each Task Order on a monthly basis. CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT PROVISIONS. K. Task Order Completion Upon satisfactory completion of the work performed under each Task Order, and prior to final payment under each Task Order 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. L. False Claims 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/Subcontractors. A CONSULTANT or Subconsultant/Subcontractor shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant/Subcontractor: (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. PDSA CONTRACT NO. FE18-00-08 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 5 of 17 M. California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the CONSULTANT's employees and/or Subconsultants/Subcontractors who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Subconsultants/Subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. The CONSULTANT and Subconsultants/Subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section1776 may be deducted from progress payments per Section 1776. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants/Subcontractors 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/Subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(a). N. Record of Expenses: The CONSULTANT shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available to the SANITATION DISTRICT upon request. O. 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 payable under the Task Order, provided that the total compensation for the Task Order is not increased. SECTION 5. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT The CONSULTANT shall not contract with any other person or entity to perform the services required without the written approval of the SANITATION DISTRICT. This Agreement may not be assigned voluntarily, or by operation of law, without the prior written approval of the SANITATION DISTRICT. If the CONSULTANT is permitted to subcontract any part of this Agreement by the SANITATION DISTRICT, the CONSULTANT shall be responsible to the SANITATION DISTRICT for the acts and omissions of its Subconsultant/Subcontractor, as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any Subconsultant/Subcontractor and the SANITATION PDSA CONTRACT NO. FE18-00-08 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 6 of 17 DISTRICT. All persons engaged in the work will be considered employees of the CONSULTANT. The SANITATION DISTRICT will deal directly with and will make all payments to the CONSULTANT. SECTION & CHANGES TO SCOPE OF WORK In the event of a change in the scope of work as requested by the SANITATION DISTRICT, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. SECTION 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE A. 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 , 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 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 section 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 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. C. Copies of Work Product Upon completion of the work required for each Task Order, the CONSULTANT shall deliver to the SANITATION DISTRICT the number of copies specified in the specific Task Order scope of work of the final report containing the CONSULTANTS findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. SECTION 8. INSURANCE A. General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. PDSA CONTRACT NO. FE18-00-08 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 7 of 17 ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VI11, 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 primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive Vehicle Liability Insurance: The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of 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 CONTRACT NO. FE18-00-08 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 8 of 17 E. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable to the SANITATION DISTRICT. F. Worker's Compensation Insurance: The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability: CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than 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. PDSA CONTRACT NO. FE18-00-08 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 9 of 17 H. Proof of Coverage: The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and accepted 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 1001 and CG 2037 1001 All other Additional Insured endorsements must be submitted for acceptance 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 (Auto Liability) the SANITATION DISTRICT acceptance. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2570 or equivalent I. Cancellation Notice: Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30) days prior written notice. The policy shall not be cancelled, 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 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 the SANITATION DISTRICT's Risk Management Division, and shall be received by the SANITATION DISTRICT as soon as practicable 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 CONTRACT NO. FE18-00-08 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 10 of 17 J. Primary Insurance: Except for Professional Liability, all liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured: Except for Professional Liability, all liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable): Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions: Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require acceptance by the SANITATION DISTRICT. N. Defense Costs: Except for Professional Liability insurance, 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. O. Subconsultants/Subcontractors: The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant/Subcontractor hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultanrs/Subcontractors operations and work. P. 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. SECTION 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of a Task Order, the names and full descriptions of all Subconsultants/Subcontractors and CONSULTANT's project team members anticipated to be used in performing work under a Task Order. CONSULTANT shall include a description of the work and services to be done by each Subconsultant/Subcontractor and each of CONSULTANT's project team members in its TOP. PDSA CONTRACT NO. FE18-00-08 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 11 of 17 CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant/Subcontractor, broken down as indicated in Section 4- COMPENSATION. There shall be no substitution of the listed Subconsultants/Subcontractors and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. SECTION 10. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants/Subcontractors 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 who are registered in the State of California. SECTION 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 Suboonsultants/Subcontractors. 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 fifteen (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. SECTION 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/Subcontractors, agents or employees of the SANITATION DISTRICT and shall obtain no rights to any benefits which accrue to the SANITATION PDSA CONTRACT NO. FE18-00-08 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 12 of 17 DISTRICT's employees. 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 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 insurance and similar matters. SECTION 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. Notice shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708 Attention: Larry Roberson, Senior Contracts Administrator Copy: Jeffrey Mohr, Engineering Manager Notice shall be mailed to CONSULTANT at: MICHAEL BAKER INTERNATIONAL, INC. 5 Hutton Center Drive, Suite 500 Santa Ana, CA 92707 Attention: John M. Nagle All communication regarding the Task Order, 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. SECTION 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 Section 13 - NOTICES. PDSA CONTRACT NO. FE18-00-08 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 13 of 17 SECTION 15. 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. The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations of Federal, State and local government in all aspects related to this Agreement and any work completed for the SANITATION DISTRICT. SECTION 16. 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. SECTION 17. 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. SECTION 18. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. SECTION 19. 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 defciency(ies). SECTION 20. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnity, 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 the SANITATION DISTRICTS 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, PDSA CONTRACT NO. FE18-00-08 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 14 of 17 losses,judgments, fines, penalties, costs and expenses (including without limitation, reasonable attorney's 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" collectively, "Claims")which may arise, pertain to, or relate 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's Subconsultants, CONSULTANT's Subcontractors, and/or anyone employed directly or indirectly by any of them. 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's Subconsultant, CONSULTANT's 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. SECTION 21. 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 PDSA CONTRACT NO. FE18-00-08 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 15 of 17 determines that the Claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such Claims. 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. SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which may be amended from time to time. SECTION 23. GOVERNING LAW This Agreement shall be governed by and interpreted under the laws of the State of California and the parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. SECTION 24. TIME OF ESSENCE Time is of the essence in the performance of this Agreement. SECTION 25. CONFLICT OF INTEREST The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with the CONSULTANT. SECTION 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. SECTION 27. FORCE MAJEURE Neither party shall have any claim or right against the other for any failure of performance where such failure of performance is caused by or is the result of causes beyond the reasonable control of the other party due to any occurrence commonly know as a "force majeure," including, but not limited to: acts of God; fire, flood, or other natural catastrophe; acts of any governmental body; labor dispute or shortage; national emergency; insurrection; riot; or war. PDSA CONTRACT NO. FE18-00-08 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 16 of 17 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT, as of the day and year first above written. MICHAEL BAKER INTERNATIONAL, INC. By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Gregory C. Sebourn, PLS Date Chair, Board of Directors By Kelly A. Lore Date Clerk of the Board By Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment"A" Scope of Work Template Attachment'B" Not Used Attachment"C' Not Attached Attachment"D" Allowable Direct Costs Attachment"E" Fee Proposal Attachment"F" Not Attached Attachment"G" Not Attached Attachment"H" Not Used Attachment"I" Not Used Attachment"J" Not Attached Attachment"K" Not Used Attachment"L" OCSD Safety Standards PDSA CONTRACT NO. FE18-00-08 ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS Page 17 of 17 OPERATIONS COMMITTEE Meeting Date TOBd.of Dir. 06/06/18 06/z7/18 AGENDA REPORT emNamber Item 12 Orange County Sanitation District FROM: James D Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE REALIGNMENT PROGRAM, PROJECT NO. P1-128 GENERAL MANAGER'S RECOMMENDATION A. Designate the currently owned property at 18475 Pacific Street and 18484 Bandilier Circle as the preferred location for the Headquarters Building, with a pedestrian bridge to Plant No. 1; and B. Direct staff to re-evaluate options for the rehabilitation or replacement of the Laboratory Building. BACKGROUND Orange County Sanitation District (Sanitation District) staff has been pursuing a project to address code-compliance, permitting, and condition problems with existing occupied spaces at Plant No. 1 for a number of years. Since mid-2016, the focus has been on minimizing the use of land within Plant No. 1 for non-process functions. Frequent trips to and from the plant, however, dictate that the building should be close by. The Sanitation District has been successful in acquiring a 2.14-acre property at 18475 Pacific Street and 18484 Bandilier Circle directly across Ellis Avenue from Plant No. 1 which is called the Ellis Ave. Property, and a multi-tenant office building on approximately 2.7 acres on Mt. Langley Street. The pursuit of additional parcels adjacent to the Ellis Ave. Property was unsuccessful. Preliminary conceptual layouts recently prepared by the design consultant for the Headquarters Complex, Site and Security, and Entrance Realignment Program indicated that the currently-owned Ellis Ave. Property is not large enough to house both the office and laboratory functions. There is, however, enough space for the administrative functions, with associated parking and the potential for a pedestrian bridge connecting to the plant. RELEVANT STANDARDS • Meet CEQA and NEPA standards • Provide a safe and collegial workplace Page 1 of 3 PROBLEM The aging administrative office buildings and laboratory do not comply with building and accessibility codes, and are in need of rehabilitation. The Sanitation District has agreements in place with the City of Fountain Valley to bring these buildings into compliance. More than 100 staff members are housed in aging and scattered temporary facilities throughout Plant No. 1. These buildings and trailers occupy valuable space for future treatment plant process and construction staging areas. The 2.14-acre Ellis Ave. Property is only large enough for a Headquarters Building without laboratory facilities. It may be cost effective to refurbish and upgrade the existing Laboratory Building to meet all code and accessibility requirements. Confirming the feasibility and cost of such a project requires a detailed investigation of questions such as how to maintain laboratory functions and certifications during construction, which analyses could and could not be outsourced, and what the cost and construction duration would actually be. Break-ins have shown that the chain link fence and low walls along Garfield Avenue and Ward Street are vulnerable to penetrations. Stormwater runoff from process areas in the southwest corner of Plant No. 1 is discharged off-site in violation of our stormwater permits. The water service for the trailers in the southwest comer of Plant No. 1 is by way of a direct connection to the city water lines in Garfield Avenue, with no air gap. PROPOSED SOLUTION Construct a Headquarters Building on the Ellis Ave. Property with a pedestrian bridge to Plant No. 1. Conduct a detailed study of the Laboratory facilities to determine the most cost-effective way to refurbish and upgrade the existing building to meet all code and accessibility requirements, or construct a new laboratory off-site potentially at the 2.7 acre site on Mt. Langley Street. Continue with the needed security and site upgrades in the southwest corner of Plant No. 1. TIMING CONCERNS The CEQA certification of the project and the design of the Headquarters Building cannot proceed until clear direction is provided for what will be constructed. RAMIFICATIONS OF NOT TAKING ACTION Delays completing CEQA documentation and starting the design will result in increased construction costs due to escalation of construction costs. Page 2 of 3 PRIOR COMMITTEE/BOARD ACTIONS April 2017 - Changed the preferred alternative from the southwest corner of Plant No. 1 to the area bounded by Ellis Avenue on the south, southbound Ellis off-ramp on the east, 1-405 Freeway on the north, and Ward Street on the west for the location for the Administration Building and Laboratory Building for CEQA evaluation. November 2016 - Authorized the General Manager and General Counsel to approve escrow documents for the purchase of the Bender Property at 18475 Pacific Street and 18484 Bandilier Circle. July 2016 -Approved a Broker Representation Agreement with Cushman &Wakefield to give exclusive authority to represent the Orange County Sanitation District, at no cost, for the investigation and potential negotiation to acquire existing office building and/or land for a new Administration Building in an area near Plant No. 1. June 2016 -Approved a Professional Design Services Agreement with HDR Engineering, Inc. to provide architectural and engineering design services for an amount not to exceed $11,785,709, and approved a contingency of$1,178,571 (10%). June 2016 - Approved a Professional Services Agreement with LSA Associates, Inc. to provide environmental services for the preparation of a California Environmental Quality Act compliant document for an amount not to exceed $420,927, and approved a contingency of$42,093 (10%). October 2015 - Designated the southwest comer of Plant No. 1 for the location for the Administration Building and Laboratory Building as the preferred alternative for CEQA evaluation. June 2015 - Established a budget for Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128 in the amount of$168,000,000. CEQA CEQA work will continue for Project No. P1-128, following designation of the preferred alternative. FINANCIAL CONSIDERATIONS This complies with the authority levels in the Sanitation District's Purchasing Ordinance. This item has been budgeted in the proposed budget for FY2018-19 and 2019-20, which is sufficient for the recommended action. ATTACHMENT The following attachment(s) may be viewed on-line at the CCSD website (www.ocsd.corn with the complete agenda package: N/A Page 3 of 3 OPERATIONS COMMITTEE Meeting Date TOBd.of Dir. 06/06/18 06/27/1a AGENDA REPORT em1amber Item Number 2 13 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: SLUDGE DEWATERING AND ODOR CONTROL AT PLANT NO. 1, PROJECT NO. P1-101 GENERAL MANAGER'S RECOMMENDATION Approve a contingency increase of $5,076,400 (4%) to the construction contract with W.M. Lyles Company for Sludge Dewatering and Odor Control at Plant No. 1, Project No. P1-101, for a total contingency of$14,594,400 (11.5%). BACKGROUND Sludge Dewatering and Odor Control at Plant No. 1, Project No. P1-101, replaces existing solids dewatering and odor control systems, and installs sludge thickening systems at the Orange County Sanitation District (Sanitation District) Plant No. 1. The objectives of the project include the following: 1. Additional solids handling capacity to support expansion of the Ground Water Replenishment System (GWRS). 2. Replacement of aging sludge dewatering facilities built in the late 1970s and early 1980s. 3. Lowering biosolids management costs by $3.6 milion per year by reducing water content. 4. Improving sludge thickening to avoid the need to construct new digesters. Currently, the project is physically 97% complete with a significant testing and commissioning phase currently in process, followed by demolition of the existing facility. This is the most complex electro-mechanical project at the Sanitation District and includes sludge conveyance, dewatering and thickening centrifuge operation, biosolids conveyance, chemical treatment, odor control, and truck loading systems. The complexity of the project has resulted in more changes and testing time than originally anticipated that has led to additional costs and delays. The delays have resulted in significant delay-related overhead costs for the Contractor. The additional contingency requested offers the Contractor and Sanitation District the opportunity to resolve all known contractual cost and time issues to date, and provide a clear path forward through settlement of all known schedule-related impacts and the adoption of a revised completion schedule created by both parties in a joint effort. While Page 1 of 4 the resolution of past issues has been challenging, both parties understand that settling past delay claims and working together will be the most successful way to mitigate further potential impacts and complete the project in a timely manner. Delays have been categorized into three broad categories: Sanitation District delays, concurrent delays, and Contractor delays. Only Sanitation District delays are recommended for payment. RELEVANT STANDARDS • Sound engineering and accounting practices, complying with local, state, and federal laws PROBLEM Construction contract change orders and construction delays attributable to the Sanitation District have resulted in additional cost impacts to the Contractor. The approved construction contract contingency is not estimated to be sufficient to complete construction. PROPOSED SOLUTION The Contractor and Sanitation District staff are working cooperatively to streamline the commissioning process and to mitigate impacts as they are identified. Staff requests an increase in the construction contract contingency of $5,076,400 (4%) from $9,518,000 (7.5%) for a total contingency of $14,594,400 (11.5%). The project budget is sufficient for this change and no additional funding is needed. TIMING CONCERNS The contingency increase will allow any required changes to be addressed and potential claims settled without causing additional project delays. RAMIFICATIONS OF NOT TAKING ACTION Completion of the remaining work in a timely fashion may not be possible if the construction contract contingency is insufficient to cover the costs for potential unknown conditions and for the extended time for commissioning. Without the additional funds, construction and commissioning activities would be severely hampered and project delays would be incurred. PRIOR COMMITTEE/BOARD ACTIONS July 2017 - Approved a contingency increase of $5,718,000 (4.5%) to the construction contract with W.M. Lyles Company, for a total contingency amount of$9,518,000 (7.5%). November 2012 - Awarded a construction contract to W.M. Lyles Company for a total amount not to exceed $126,908,300, and approved a contingency of$3,800,000 (3%). Page 2 of 4 ADDITIONAL INFORMATION The Sanitation District and Contractor have continued to work proactively to mitigate potential change order costs and schedule delays. One example of this is a resequencing of the schedule to commission the dewatering system first, which will allow for the Sanitation District use of the system prior to the end of the project. This resequencing will save operating costs and allow demolition work of the existing dewatering systems earlier in the project saving schedule time. Despite these efforts, there have been significant delays to the project schedule. The Contractor and Sanitation District staff have spent the last year reviewing past schedule impacts, as well as reviewing future potential impacts on the path to completion. Along with that analysis is an acknowledgment of both parties to try and settle differences to keep the focus on completing the project. The Sanitation District and the Contractor embarked on a dispute resolution process to identify responsibilities and associated costs in an effort to find a mutually agreeable path forward, while preserving individual parties' rights in an effort to globally settle potential claims for impacts, thereby avoiding unnecessary legal and mediation costs. Through this process, the Sanitation District and the Contractor have found a method to settle all known issues and adopt a mutually-agreeable completion schedule. This settlement resolves most of the risk to both the Sanitation District and the Contractor by resolving all known issues and impacts. CEQA Construction of this project is within the scope of the Subsequent Environmental Impact Report for the Secondary Treatment and Plan Improvement Project, dated March 2005. The Subsequent Environmental Impact Report for the Secondary Treatment and Plan Improvement Project, supplementing the Sanitation District's Strategic Plan Program Environmental Impact Report (PEIR), was certified in October 1999. Pursuant to CEQA Guidelines section 15168(c)(4), the Sanitation District has used a written checklist to document its evaluation of the project and has determined that the project is still within the scope of PEIR. In addition, the project was determined to be eligible for a categorical exclusion under the National Environmental Pollution Act (NEPA) in June 2006. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the proposed budget for FY2018-19 and 2019-20, which is sufficient for the recommended action. Page 3 of 4 Date of Approval Contract Amount Continnencv 1 112 812 01 2 $126,908,300 $3,800,000 (3%) 07/26/2017 $5,718,000 (4.5%) 0 612 712 01 8 $5,076,400 (4%) $14,594,400 (11.5%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A AL:dm:gc Page 4 of 4 ADMINISTRATION COMMITTEE Meeting Date TOBd.Of Dir. 06/13/18 06/27/18 AGENDA REPORT emNumber Item Number 2 14 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: LABORATORY INFORMATION MANAGEMENT SYSTEM (LIMS) UPGRADE AND ENHANCEMENTS GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Services Agreement to LabWare for the upgrade of LIMS to the latest version and the implementation of enhancements for facilitating compliance with changing regulations, Specification No. CS-2017-893, for a total amount not to exceed $629,000; and B. Approve a contingency of$125,800 (20%). BACKGROUND The LabWare LIMS system is used by 60 employees in the laboratory. The data generated by the LIMS system is used in all aspects of Orange County Sanitation District's (Sanitation District) operations. The last major upgrade took place in October 2011. Our LIMS is highly customized for our Ocean Monitoring Program. These customizations enable staff to be more efficient but causes the upgrade to be more complex. The National Environmental Laboratory Accreditation Program (also known as TNI standard) requires that staff only perform analyses for which they are certified. Staff currently tracks the TNI standard required documentation outside of the LIMS system in Word and Excel files. By moving the required documentation inside the LIMS, the upgraded system will automatically prevent staff from performing analyses that they are not qualified to perform. Similarly, our current in-house developed sample scheduling solution has a risk of missed samples, thus causing the Sanitation District to violate our National Pollution Discharge Elimination System (NPDES) permit. Implementing the LIMS Process Scheduler module will improve sample scheduling rigor. RELEVANT STANDARDS • Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard • 24/7/365 treatment plant reliability • Comply with environmental permit requirements Page 1 of 3 PROBLEM Changing regulations in the state, specifically the TNI 2016 Laboratory Standards adoption and our NPDES permit, require significant effort to modernize the Sanitation District's LIMS configuration. PROPOSED SOLUTION Modernize the LIMS system to incorporate training and documentation (ISO 17025) and automated sample scheduling solutions while upgrading to the latest LIMS version. TIMING CONCERNS Maintenance and upgrade of the LIMS systems is imperative for continued support of plant operations and Laboratory initiatives. RAMIFICATIONS OF NOT TAKING ACTION The inability to prevent staff from performing analyses that they are not qualified to perform could increase the risk of the Sanitation District losing our TNI certification. The Sanitation District would have to send out samples to a third-party laboratory until we are recertified. Potential to violate our NPDES permit due to missed samples also exists. Not taking this action will prevent the Sanitation District from leveraging technology to increase staff efficiency. PRIOR COMMITTEE/BOARD ACTIONS July 2011 —Administration Committee approved a Professional Services Agreement with LabWare, Inc. for a Laboratory Information System Ocean Monitoring Module. February 1997 - Specification E-268, Implementation of a Laboratory Information Management System. ADDITIONAL INFORMATION On October 18, 2017, the Sanitation District issued a Request for Proposal (RFP) for LIMS Software Modernization and Training; the RFP closed on November 29, 2017. Only LabWare provided a response. A panel consisting of three Sanitation District staff reviewed and ranked the proposal in accordance with the Sanitation District's Purchasing Ordinance. This RFP used the individual scoring method. Evaluators discussed the relative strengths and weaknesses of the vendor's proposal in each area. Staff recommended awarding the Professional Services Agreement to LabWare for a not-to-exceed amount of$629,000. Page 2 of 3 PROPOSAL EVALUATION TABLE Total Weighted Firm Evaluator# 1 Evaluator#2 Evaluator# 3 Score (Points)/ Rankin LabWare 557.50 595.00 585.00 579.17 out of 700 Initial Proposed Fee $757,575 Negotiated Fee $629,000 CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the FY16/17 and FY17/18 Information Technology Capital Program, Section 8, Page 72. ATTACHMENTS The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: Professional Services Agreement Page 3 d 3 PROFESSIONAL SERVICES AGREEMENT LIMS SOFTWARE MODERNIZATION AND TRAINING SPECIFICATION NO. CS-2017-893 THIS AGREEMENT is made and entered into as of the date fully executed below, by and between ORANGE COUNTY SANITATION DISTRICT, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and LabWare, Inc. with a principal business at 3 Mill Road, Suite 102, Wilmington, DE 19806 (hereinafter referred to as "CONSULTANT") collectively referred to as the "Parties". WITNESSETH WHEREAS, based on CONSULTANT's expertise and experience, OCSD desires to temporarily engage CONSULTANT to provide CONSULTING SERVICES FOR LIMS SOFTWARE MODERNIZATION AND TRAINING as described in Exhibit"A"; and WHEREAS, CONSULTANT submitted its proposal, dated November 19, 2017; and WHEREAS, OCSD has chosen CONSULTANT to conduct Services in accordance with Ordinance No. OCSD-52; and WHEREAS, on June 27, 2018, the Board of Directors of OCSD, by minute order, authorized execution of this Agreement between OCSD and CONSULTANT; and NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 1. Definitions 1.1. As-Built Documentation. The term "As-Built Documentation" means the Baseline Documentation plus the Documentation for any Configuration Changes and Customization Modifications. All "As-Built Documentation" shall supplement and not conflict with the terms of this Agreement. In the event of a conflict, the terms of this Agreement shall prevail. 1.2. Configuration Changes. The term"Configuration Changes"is defined as any modification or changes other than a Custom Modification. 1.3. CONSULTANT Application Software. The term"CONSULTANT Application Software" is defined as any Software owned or sublicensed, installed and/or configured by CONSULTANT as a component of the Project, whether in machine readable or printed form, including, but not limited to any applications, modules, subsystems, Interfaces, Configuration Changes, Custom Modifications, Updates and Documentation. 1.4. Custom Modification. The term "Custom Modification" is defined as a modification of the CONSULTANT Application Software Source Code or data base structure,which provides new or improved functions or features to address specific requirements of this Agreement. Orange County Sanitation District 1 of 20 Specification No. CS-2017-893 1.5. Defect. The term "Defect" is defined as any error, failure, deficiency, or any other unacceptable variance or failure of the System or any component thereof to fully conform to the warranties and requirements described in this Agreement. With respect to the CONSULTANT Application Software, the term"Defect' is defined as any error,failure, or deficiency or any other unacceptable variance from any required, specified, or expected program behaviors as may be required by OCSD or necessary for the CONSULTANT Application Software to operate correctly and in full compliance with the terms of this Agreement. This includes expected program behaviors as described in any CONSULTANT Application Software Documentation. In the event of a conflict between this Agreement and Documentation provided by CONSULTANT to OCSD, the terms and conditions of this Agreement shall prevail. 1.6. Documentation. The term "Documentation" is defined as all written, electronic, or recorded works including all "As-Built Documentation" that describe the uses, features, functional capabilities, performance standards, and reliability standards of the System, or any subsystem, component, or Interface, and that are published or provided to OCSD by CONSULTANT or its subcontractors, including, without limitation, all end user and System administrator manuals, help files,training aids and manuals, training and support guides, program listings, data models, flow charts, logic diagrams, and other materials related to or for use with the System. 1.7. Final System Acceptance. The term "Final System Acceptance" shall be defined as that date on which all Services under section titled"Project Scope and Deliverables"of Exhibit "A" Scope of Work and section titled "Project Deliverables" of Exhibit"D" Best and Final Offer have been successfully completed by CONSULTANT and accepted by OCSD. 1.8. Fix Pack. The term "Fix Pack" is defined as a formal release of programming code and Documentation that provides corrections to any CONSULTANT Application Software programs including, but not limited to, bug fixes, error corrections and patches. 1.9. Functional, Performance and Reliability Specifications and Requirements. The term "Functional, Performance and Reliability Specifications and Requirements" is defined as all definitions, descriptions, requirements, criteria, warranties, and performance standards relating to the System set forth in: (a)this Agreement; (b)any mutually agreed upon Change Orders pursuant to Section 4, Modification to Exhibit "A" Scope of Work, Exhibit "C" Proposal, and Exhibit "D" Best and Final Offer; and (c) any functional and/or technical specifications which are published or provided by CONSULTANT or its licensors or suppliers from time to time with respect to the System or any Products. 1.10. Interfaces. The term "Interfaces" is defined as one or more of the specialized software applications developed or sublicensed by CONSULTANT and installed as a part of the Project for the purpose of sharing information (data) between CONSULTANT and/or CONSULTANT Application Software and any other software program or device. Functional requirements for each Interface to be included as a part of the System are provided in Exhibit "A", Scope of Work, Exhibit "C" Proposal, and Exhibit "D" Best and Final Offer. 1.11. Products. The term "Products" is defined as all Software listed in Exhibit "A" Scope of Work, Proposal Exhibit "C", and Exhibit"D". Best and Final Offer. 1.12. Project. The term "Project" is defined as the totality of CONSULTANT's obligation under this Agreement to develop, supply, install, configure, test, implement and maintain the System. Orange County Sanitation District 2 of 20 Specification No. CS-2017-893 1.13. Services. The tern "Services" is defined as the implementation, development, training, configuration, loading, testing, project management and other services to be provided by CONSULTANT under this Agreement, including, without limitation, the tasks detailed in Exhibit"A" Scope of Work, Exhibit"C" Proposal, and Exhibit"D" Best and Final Offer. 1.14. Software. The term "Software' includes the following components provided and licensed by CONSULTANT under this Agreement: (a) CONSULTANT Application Software; (b) Third-Party Software; (c) Custom Modifications and (d) Interfaces. 1.15. System. The term "System" is defined as the collective whole of all Products and Services to be purchased, developed, licensed, supplied, installed, configured, tested, and implemented by CONSULTANT under this Agreement. 1.16. System Administrator Documentation. Is defined as that portion of the Documentation addressing the operation and maintenance functions of the System. 1.17. Third-Party Software. The term "Third-Party Software" is defined as any Software to be supplied under this Agreement that is purchased or licensed directly from any source external to CONSULTANT for use with or integration into the System. 1.18. Updates. The term "Updates" is defined as modifications, improvements, additions, and corrections to the Products and/or related Documentation, including functional and/or product enhancements, bug fixes, patches, new releases, new versions, and replacement modules or products that CONSULTANT makes generally available to its customers with or without an additional fee. 1.19. Go-Live Support. The term "Go-live Support" is as described in Exhibit "D" Best and Final Offer milestone 4 and; "Exhibit "A" Scope of Work task 9 to this Agreement, and Exhibit "C" Proposal. 1.20. Work Product. The term "Work Product" is defined as the Products and Services and all other programs, algorithms, reports, information, designs, plans and other items developed by CONSULTANT under this Agreement, including all partial, intermediate, or preliminary versions thereof. 2. Miscellaneous 2.1. Access to Premises. OCSD shall provide CONSULTANT with reasonable and timely access to the sites and personnel necessary for CONSULTANT to perform its obligations under this Agreement. OCSD shall allow CONSULTANT personnel reasonable access to OCSD site and facilities (telephone, facsimile, parking, etc.) during normal business hours and at other reasonable times as requested by CONSULTANT and pre-approved by OCSD. The assistance or presence of OCSD's personnel will not relieve CONSULTANT of any responsibilities under this Agreement. 2.2. Amendments. No amendment or modification to this Agreement is valid unless it is contained in a writing signed by both parties. 2.3. Approvals in Writing. All approvals or consents required or contemplated by this Agreement must be in writing to be effective. Orange County Sanitation District 3 of 20 Specification No. CS-2017-893 2.4. Background Checks and Removal of Personnel. Prior to being allowed to perform any work on this Project, all non-OCSD personnel assigned to the Project may be required to submit to and pass a background check by the Fountain Valley, California Police Department. In addition, OCSD shall have the sole and exclusive right to require CONSULTANT to immediately remove any individual from the Project for any reason deemed to be in the best interests of OCSD. CONSULTANT shall replace any employee removed from the project within ten (10) business days of said removal. 2.5. Compliance with Work Rules. CONSULTANT will ensure that, while they are on OCSD premises, CONSULTANT's personnel and subcontractors will comply with OCSD's working rules and policies, including OCSD's security and safely procedures. 2.6. Successors and Assigns. This Agreement is binding on and inures to the benefit of the parties and their respective successors and assigns. 2.7. Advertising. CONSULTANT shall not refer to the existence of this Agreement in any press release, advertising or materials distributed to prospective customers without the prior written consent of OCSD. 2.8. This Agreement and all Exhibits hereto (called the "Agreement") is made by OCSD and CONSULTANT. The Terms and Conditions herein exclusively govern the purchase of Services as described in the Scope of Work Exhibit"A". 2.9. Exhibits to this Agreement are incorporated by reference and made a part of this Agreement as though fully set forth at length herein. Exhibits to this Agreement are as follows: Exhibits "A" Scope of Work Exhibits "B" Addendum (Not Used) Exhibits "C" Proposal Exhibits "D" Best and Final Offer Exhibits "E" Acknowledgment of Insurance Requirements (AOIR) 2.10. In the event of any conflict or inconsistency between the provisions of this Agreement and any of the provisions of the Exhibits hereto, the provisions of this Agreement shall in all respects govern and control. 2.11. This Agreement may not be modified,changed or supplemented, nor may any obligations hereunder be waived or extensions of time for performance granted, except by written instrument signed by both Parties. 2.12. The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any Paragraph or provision hereof. 2.13. The term "workday". Workdays are defined as all days that are not Friday, Saturday and Sunday, or legally OCSD observed holidays. Meetings with OCSD staff shall be scheduled from Monday through Thursday between the hours of 6:30AM and 4PM PST and shall conform to OCSD work schedules. OCSD review periods shall not include legally OCSD observed holidays. Orange County Sanitation District 4 of 20 Specification No. CS-2017-893 2.14. OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day Monday, Memorial Day Monday, Independence Day, Labor Day Monday, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 2.15. The term "days", when used in the Agreement, shall mean calendar days, unless otherwise noted as workdays. 2.16. Work Hours: The work required under this Agreement may include normal Business hours, evenings, and weekends. 2.17. CONSULTANT shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 2.18. Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by CONSULTANT as a result of work performed in anticipation of purchases of said services by OCSD. 2.19. Goods and Services, whether stated separately or in conjunction with each other, shall mean (Consulting Service for the Training and Upgrade to our LIMS System) and the services related to the provision of such as described in Exhibit"A"Scope of Work, Exhibit "C" Proposal, and Exhibit "D" Best and Final Offer. 2.20. Construction of Agreement. This Agreement is the product of joint discussions and negotiations at arms' length between the parties, both of whom are sophisticated and knowledgeable in business matters and both of whom have relied on the advice of independent legal counsel. Any rule of law which would require interpretation of this Agreement against the party that drafted it shall have no application to this Agreement. 3. Scope of Work General requirements for the scope of this Project are listed below. A detailed list of tasks and responsibilities are included in Exhibit"A" Scope of Work and in Exhibit"D" Best and Final Offer. 3.1. Scope of Work Subject to the terms of this Agreement, CONSULTANT shall perform the Services identified in Exhibit "A" Scope of Work and Exhibit "D" Best and Final Offer. CONSULTANT warrants that all of its Services shall be performed in a competent, professional and satisfactory manner. 3.2. Modifications to Equipment and Facilities. OCSD shall be responsible for making OCSD- approved modifications identified in an OCSD approved, Site Analysis Report. Thereafter, CONSULTANT will be precluded from asserting that it is unable to perform its obligations under this Agreement because of any pre-existing condition. During implementation, any changes to the System or any costs that may be incurred in order to complete the requirements of this Agreement but were not identified in the Site Analysis Report will be the sole and exclusive responsibility of CONSULTANT. In addition, if the System is unable to meet the Functional, Performance and Reliability Specifications and Requirements in this Agreement after the identified upgrades and changes have been made,then CONSULTANT will be responsible,at its own expense,for making any further upgrades or changes necessary to achieve this result. Orange County Sanitation District 5 of 20 Specification No. CS-2017-893 3.3. User Qualifications. OCSD shall use its best efforts to ensure that persons operating the System will be qualified, supervised, and trained in the use of personal computers and normal operations. CONSULTANT will ensure that all training on the System or System components will be conducted professionally and effectively so that each operator trained by CONSULTANT is proficient in its use. 3.4. Transition. CONSULTANT will work with OCSD to ensure a smooth and efficient transition from OCSD's current systems to the new System and to minimize disruption to current operations, even if it necessitates working late evening, early morning, or weekend hours. Any required disruptions to OCSD's operations shall be scheduled in advance and approved by OCSD. 4. Modifications to Scope of Work Requests for modifications to the Scope of Work Exhibit"A", Exhibit"C" Proposal, and Exhibit "M Best and Final Offer hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. A review of the time required for the modification will be made by OCSD and CONSULTANT and the Agreement period adjusted accordingly. 5. License 5.1. Grant of License. 5.1.1. CONSULTANT hereby grants to OCSD a perpetual, irrevocable, nonexclusive, and nontransferable license under applicable copyrights and/or trade secrets (either site, node locked or per user as specked in Exhibit"C", Proposal)to use all CONSULTANT Application Software provided under this Agreement for use by OCSD. OCSD shall have the right to use all CONSULTANT Application Software or any portion thereof on any equipment, either locked on a single computer node (as determined by a specific LAN address), as a site license, or concurrently on a number of computer nodes so long as the number of concurrent uses does not exceed the number licensed for the LAN, or on one or more backup computer nodes. OCSD shall permit CONSULTANT reasonable, pre-scheduled access (Monday through Friday, 8:00 to 5:00 PM PST)to OCSD facilities for license administration audit purposes. 5.1.2. OCSD shall have the right to use all CONSULTANT Application Software as may be necessary in order to operate the System purchased under this Agreement. In addition, OCSD shall have the right to use the CONSULTANT Application Software as necessary to (a) operate the System (b) conduct internal training and testing, and (c) perform disaster recovery, backup, archive and restoration testing and implementation as may be required in OCSD's judgment. This license shall apply to all commercially available Updates throughout the term of this Agreement. OCSD shall have the right to use all CONSULTANT Application Software licensed under this Agreement on any equipment at any facility and at any location and may make as many copies of the Software as it desires to support its authorized use of the Software, provided the copies include CONSULTANT's or the third-party owner's copyright or other proprietary notices. 5.1.3. All license rights of Third Party Software shall originate from the manufacturer. All Third-Party Software licenses shall be provided to OCSD and become effective at the time the product is used by OCSD in a production environment. Orange County Sanitation District 6 of 20 Specification No. CS-2017-893 5.1.4. The approval of CONSULTANT to use CONSULTANT Application Software and Third Party Software and OCSD's use of it shall not constitute a waiver of OCSD's right to reject the System, in whole or in part, if the requirements for Final System Acceptance are not met. 5.2. Limitations on License. Except as licensed to OCSD, CONSULTANT retains all of its current rights, title, and interest in the CONSULTANT Application Software, including Derivative Works, Custom Modifications, Configuration Changes and Updates. Unless authorized by CONSULTANT or required by law, OCSD will not: (1) make available or distribute all or part of the Software to any third party by assignment, sublicense or any other means; or (2) disassemble, decompile, or reverse engineer the Software, or allow any third party to do so. 5.3. Security. Certain Software Packages are required to operate in conjunction with a hardware lock device or in conjunction with license administration Software and a license authorization key provided by CONSULTANT or its representative. OCSD shall take no steps to avoid or defeat the purpose of any required lock device or authorization key. Use of any Software Package without a required lock device or authorization key shall be unlicensed under this Agreement. 5.4. Restricted Access. OCSD shall use every reasonable method to restrict access to the CONSULTANT Application Software, or Documentation related thereto, to persons not authorized to use the CONSULTANT Application Software under the terms of this Agreement. OCSD shall not copy the CONSULTANT Application Software or Documentation except as necessary for use under this Agreement. OCSD shall not decrypt, reverse compile or disassemble the CONSULTANT Application Software.OCSD shall not export or re-export the CONSULTANT Application Software or Documentation. Furthermore, OCSD shall abide by all applicable Federal and State Trademark and Copyright laws. 6. Compensation: Compensation to be paid by OCSD to CONSULTANT for the Services provided under this Agreement shall be a total amount not to exceed six hundred and twenty-nine thousand and 00/00 Dollars ($629,000.00). Progress payments shall be made per payment milestones as negotiated in Exhibit"D" Best and Final Offer. 7. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES(Not Used) 8. Payment 8.1. CONSULTANT shall be paid by OCSD upon approval of invoices by OCSD Project Manager or his designee, for the completion of milestones. Progress payments shall be made per negotiated, in Exhibit"D"section 2 titled "Milestone Payments" 8.2. OCSD, at its sole discretion, shall be the determining party as to whether the tasks, deliverables, and milestones have been satisfactorily completed. 9. Invoices 9.1. OCSD shall pay within 30 days of completion and receipt and approval by OCSD Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Orange County Sanitation District 7 of 20 Specification No. CS-2017-893 9.2. Invoices shall be emailed by CONSULTANT to OCSD at APStaff@OCSD.com. The Specification and Purchase Order number shall both be referenced in the subject line. 10.Audit Rights: CONSULTANT agrees that, during the term of this Agreement and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of CONSULTANT relating to the invoices submitted by CONSULTANT pursuant to this Agreement. 11. Performance:Time is of the essence in the performance of the provisions hereof. 12. Term 12.1. The Services to be provided by CONSULTANT under this Agreement shall commence on the date of the Notice to Proceed (Effective Date), and be completed no later than two hundred and fifty (250)workdays following the Notice to Proceed. 12.2. Effect on Project Schedule. The time periods and requirements set forth in Exhibit "A" Scope of Work, Exhibit"C" Proposal, and Exhibit"D" Best and Final Offer,will not excuse CONSULTANT from complying with the completion durations set forth in the Project Schedule for each task contained in Exhibit "C" Proposal. Unless otherwise specified, the duration for the number of days for completion set forth in the Project Schedule constitute the days by which CONSULTANT must complete the testing required by this Agreement and achieve Final System Acceptance of the System installed. 12.3. Deadline for Final System Acceptance. Final System Acceptance must occur once the System is accepted by OCSD as fully operational and is in full productive use by OCSD. Final System Acceptance must be achieved by the CONSULTANT within the period of performance and the agreed upon durations for each task based on the Project Schedule as stated in Exhibit"C" Proposal to this Agreement. 13. Termination 13.1. OCSD reserves the right to terminate this Agreement for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD. Upon receipt of a termination notice, CONSULTANT shall immediately discontinue all work under this Agreement(unless the notice directs otherwise). OCSD shall thereafter, within thirty(30) days, pay CONSULTANT for work performed (cost and fee) to the date of termination. CONSULTANT expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Agreement. Such notice of termination shall terminate this Agreement and release OCSD from any further fee, cost or claim hereunder by CONSULTANT other than for work performed to the date of termination. 13.2. OCSD reserves the right to terminate this Agreement immediately upon OCSD's determination that CONSULTANT is not meeting specification requirements, if the level of service is inadequate, or any other default of this Agreement. 13.3. OCSD may also immediately cancel for default of this Agreement in whole or in part by written notice to CONSULTANT: • if CONSULTANT becomes insolvent or files a petition under the Bankruptcy Act; or • if CONSULTANT sells its business; or • if CONSULTANT breaches any of the terms of this Agreement; or • if total amount of compensation exceeds the amount authorized under this Agreement. Orange County Sanitation District 8 of 20 Specification No. CS-2017-893 13.4. All OCSD property in the possession or control of CONSULTANT shall be returned by CONSULTANT to OCSD on demand, or at the termination of this Agreement, whichever occurs first. In addition, CONSULTANT will deliver to OCSD all Work Product currently in existence and for which payment has been made. 13.5. Upon termination or expiration of this Agreement, CONSULTANT will cooperate with OCSD to assist with the orderly transfer of services, functions, and operations provided by CONSULTANT under this Agreement to another provider or to OCSD as determined by OCSD in its sole discretion. Prior to the termination or expiration of this Agreement, OCSD may require CONSULTANT to perform those transition services described below that OCSD deems necessary to migrate CONSULTANT's work to another provider or to OCSD. Transition services may include, but are not limited to the following: 13.5.1. Pre-Migration Services. 13.5.1.1. Working with OCSD to jointly develop a mutually agreed upon Transition Services Plan to facilitate the termination of the services; 13.5.1.2. Notifying all affected vendors and subcontractors of CONSULTANT; and 13.5.1.3. Freezing all non-critical changes to the System. 13.5.2. Migration and Post-Migration. 13.5.2.1. Performing the Transition Services Plan activities. 13.5.2.2. Answering questions regarding the services performed by CONSULTANT or the System on an as-needed basis; 13.5.2.3. Providing such other reasonable services needed to effectuate an orderly transition to a new System. 13.6. OCSD agrees to pay CONSULTANT for transition services at an hourly rate of$150 per hour, plus reasonable out-of-pocket expenses not to exceed ten percent (10%) of the aggregate hourly compensation paid. 14.Indemnification and Hold Harmless Provision: CONSULTANT shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or be caused by CONSULTANT's services under this Agreement, or by its subcontractor or by anyone directly or indirectly employed by CONSULTANT, and whether such damage or injury shall accrue or be discovered before or after the termination of the Agreement. Except as to the sole active negligence of or willful misconduct of OCSD, CONSULTANT shall indemnify, protect,defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys' fees: (a) for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with CONSULTANT's performance under the Agreement, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process,or any patented or unpatented invention, article or appliance, furnished or used under the Agreement, and/or (c) on account of any goods and services provided under this Agreement. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of CONSULTANT of or anyone employed by or working under CONSULTANT. To the maximum extent permitted by law, CONSULTANT's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. CONSULTANT agrees to provide this defense Orange County Sanitation District 9 of 20 Specification No. CS-2017-893 immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. This section shall survive the expiration or early termination of the Agreement. 15. Warranty 15.1. System Warranty. CONSULTANT warrants that the System will meet the Functional, Performance and Reliability Specifications and Requirements as defined in this Agreement. The System and/or each of its subsystems, components and Interfaces will be capable of operating fully and correctly in conjunction with the System Hardware. CONSULTANT warrants that for the term of this Agreement, the System will perform as described in this Exhibit "D" Best and Final Offer and Exhibit "A" Scope of Work, and Exhibit"C" Proposal in material and workmanship and will remain in good working order. In the event the System does not meet these warranties, CONSULTANT shall provide, at no charge, the necessary software, hardware, and/or services required to attain the levels or standards contained in these warranties. 15.2. CONSULTANT Application Software Warranties. CONSULTANT warrants that it owns or otherwise has the right to license the CONSULTANT Application Software to OCSD and that it possesses all rights and interests necessary to enter into this Agreement. In addition, CONSULTANT warrants that: 15.2.1. All CONSULTANT Application Software licensed under this Agreement is free of known Defects, viruses, worms and Trojan horses, and any code designed to disable the Software because of the passage of time, alleged failure to make payments due, or otherwise(except for documented security measures such as password expiration functions); 15.2.2. During the term of the Agreement; the CONSULTANT Application Software will meet or exceed the Functional, Performance and Reliability Specifications and Requirements herein; 15.2.3. The CONSULTANT Application Software will: (1) store all date-related information and process all data Interfaces involving dates in a manner that unambiguously identifies the century,for all date values before, during and after the Year 2000; (2) calculate, sort, report and otherwise operate correctly and in a consistent manner for all date information processed, whether before, during or after the Year 2000; (3) calculate, sort, report and otherwise operate correctly, in a consistent manner and without interruption regardless of whether the date on which the Software is operated or executed is before, during or after the Year 2000; (4) report and display all dates with a four-digit date so that the century is unambiguously identified; and (5) handle all leap years correctly; 15.2.4. CONSULTANT Application Software is and will be general release versions that have been fully tested at CONSULTANT's site in accordance with best industry practices, and are not beta or pre-release versions (unless agreed to in writing by OCSD); and, 15.2.5. Custom Modifications and Interfaces have been fully tested in accordance with best industry practices and are free of known Defects. CONSULTANT further agrees that during the term of this Agreement, CONSULTANT will provide OCSD, if OCSD so desires, with any Updates at no additional cost (including any and all costs associated with the installation of those Updates)immediately upon their commercial availability to any other entity. Orange County Sanitation District 10 of 20 Specification No. CS-2017-893 15.3. Work Quality Warranty. CONSULTANT warrants that all work performed by CONSULTANT and/or its subcontractors under this Agreement will conform to best industry practices and will be performed in a professional and workmanlike manner by staff with the necessary skills, experience and knowledge to do so. 15.4. Regulatory Warranty. CONSULTANT warrants that, for the Term of this Agreement, the System will comply with all processing and reporting requirements for State and Federal laws, and regulations. If the Software requires updating due to a change in a State or Federal law, or regulation, affecting OCSD, CONSULTANT will provide these changes per a mutually agreed to schedule at no additional charge to OCSD. Notwithstanding this provision, in no event shall CONSULTANT provide said update later than the date required by the State or Federal law or regulation affecting OCSD. In the event OCSD is notified of a change in State or Federal law or regulations that requires updating the Software, OCSD will notify CONSULTANT of that change as soon as reasonably possible. 15.5. Documentation Warranty. CONSULTANT warrants that,for the Term of this Agreement, the Documentation for all licensed CONSULTANT Application Software will be complete and accurate in all material respects. The Documentation will be revised to reflect all Updates and Interfaces provided by CONSULTANT under this Agreement. This includes Documentation on any Custom Modification or Configuration Changes made to the System by CONSULTANT during the installation process. 15.6. Service Warranty. During the term of this Agreement, CONSULTANT warrants that it will remedy any failure, malfunction, Defect or nonconformity in the System, as follows: 15.6.1. Priority One (Pl) Defects. For purposes of this Warranty, a P1 Defect includes, but is not limited to, loss of data, data corruption, a System or subsystem abort, any condition where productive use of the System or any component thereof is prohibited and no acceptable workaround is available. Examples of P1 Defects include, but are not limited to: 15.6.1.1. System is down 15.6.1.2. Application, module or Interface is down or non-operational 15.6.1.3. An Interface or application critical to System operation is substantially impaired or problematic 15.6.1.4. Loss of data or data corruption after data has been entered 15.6.1.5. A subsystem or component thereof is non-functional 15.6.1.6. Productive use is prohibited 15.6.1.7. a Server or workstation goes down 15.6.1.8. two or more workstations or mobile devices lock up or malfunction intermittently 15.6.1.9. a user cannot log on to the System 15.6.2. Priority Two(P2) Defects. For purposes of this Warranty a P2 Defect includes, but is not limited to, compromise of the primary purpose of the System, subsystem or Interface to an external system. Productive use by the end user is substantially impacted and an acceptable workaround is not available. Examples of P2 Defects include, but are not limited to: 15.6.2.1. a Software function does not work correctly (enter an example, if possible) 15.6.2.2. The user cannot produce a report with correct calculations Orange County Sanitation District 11 of 20 Specification No. CS-2017-893 15.6.2.3. System, subsystem or an Interface performance is deemed unacceptable per the Functional, Performance, and Reliability Specifications and Requirements. 15.6.2.4. Incorrect cross streets are displayed on a verified address or location 15.6.2.5. Cannot create a scheduled event 15.6.2.6. A single workstation or mobile device locks up or malfunctions intermittently 15.6.3. Priority Three (P3) Defects. For purposes of this Warranty, a P3 Defect includes, but is not limited to, incomplete operation of a System component which impacts productivity of staff but an acceptable workaround is generally available. Examples of P3 Defects include but are not limited to: 15.6.3.1. Single workstation or mobile device locks up intermittently but infrequently 15.6.3.2. Minor deficiencies occur intermittently in any component of the System 15.6.3.3. A mapping function doesn't work but the failure does not interfere with the user's ability to perform required tasks 15.6.3.4. A report does not function or report provides incorrect results 15.6.3.5. An incorrect message is presented in a dialog box 15.6.4. Priority Four(P4) Defects. For purposes of this Warranty, a P4 Defect consists of those problems deemed by OCSD to be mainly cosmetic. Examples of P4 Defects include, but are not limited to: 15.6.4.1. A misspelled word in the header of a report or in a help file 15.6.4.2. A minor error in output that does not interfere with the correct outputting of statistics from the system 15.6.4.3. Minor printing errors in a report that does not impede OCSD's ability to utilize the report for the required purpose. 15.6.4.4. Minor variances in text where the help file does not match the Documentation 15.6.4.5. Minor variances in text where the Documentation doesn't match the functionality but the System works properly 15.6.4.6. A print button doesn't work but the user can still print without opening or closing multiple windows or losing data or rebooting the System. 15.6.5. Multiple Failures. Any situation involving multiple, contemporaneous failures, regardless of their individual priorities, will be regarded as a Priority One Defect if, in OCSD's determination, the situation results in OCSD having essentially no productive use of the System or a major subsystem. 15.6.6. Permanent Cure. If OCSD accepts a workaround or other temporary cure as the remedy for any reported Defect, CONSULTANT shall provide and install at no cost to OCSD a permanent correction or cure within ten (10) days after the permanent cure becomes available. 15.6.7. Third-party Warranty Coverage. Third-party products are provided with a pass- thru-warranty from the original manufacturer. 16. Force Majeure: Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Agreement. Orange County Sanitation District 12 of 20 Specification No. CS-2017-893 17. Insurance: CONSULTANT and all subcontractors shall purchase and maintain, throughout the life of this Agreement and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements, Exhibit "E". CONSULTANT shall not commence work under this Agreement until all required insurance is obtained in a form acceptable to OCSD, nor shall CONSULTANT allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Agreement. 18. Key Personnel: Personnel, as provided in Exhibit"C" Proposal, are considered "key"to the work under this Agreement and will be available for the term of the Agreement. No person designated as key underthis Agreement shall be removed or replaced without prior written consent of OCSD. If OCSD asks CONSULTANT to remove a person designated as key under this Agreement, CONSULTANT agrees to do so immediately regardless of the reason, or the lack of reason, for OCSD's request. CONSULTANT shall assign only competent personnel to perform services pursuant to this Agreement. 19. Confidentiality and Non-Disclosure 19.1. CONSULTANT acknowledges that in performing the Services hereunder, OCSD may have to disclose to CONSULTANT orally and in writing certain confidential information that OCSD considers proprietary and has developed at great expense and effort. 19.2. CONSULTANT agrees to maintain in confidence and not disclose to any person, firm, or corporation, without OCSD's prior written consent, any trade secret or confidential information, knowledge or data relating to the products, process, or operation of OCSD. 19.3. CONSULTANT further agrees to maintain in confidence and not to disclose to any person, firm, or corporation any data, information, technology, or material developed or obtained by CONSULTANT during the term of this Agreement. 19.4. CONSULTANT agrees as follows: • To use the Confidential Information only for the purposes described herein; to not reproduce the Confidential Information; to hold in confidence and protect the Confidential Information from dissemination to and use by anyone not a party to this Agreement; and to not use the Confidential Information to benefit itself or others. • To restrict access to the Confidential Information to its CONSULTANT or personnel of CONSULTANT who (1) have a need to have such access and (2) have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement. • To return all Confidential Information in CONSULTANT's possession upon termination of this Agreement or upon OCSD's request, whichever occurs first. • To hold in confidence information and materials, if any, developed pursuant to the Services hereunder. 19.5. The provisions of this Section shall survive termination or expiration of this Agreement and shall continue for so long as the material remains confidential. Orange County Sanitation District 13 of 20 Specification No. CS-2017-893 20. Ownership of Documents All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by CONSULTANT, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of OCSD and shall be promptly delivered to OCSD upon request of the Project Manager or upon the termination of this Agreement, and CONSULTANT shall have no claim for further employment or additional compensation as a result of the exercise by OCSD of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the CONSULTANT will be at OCSD's sole risk and without liability to CONSULTANT. CONSULTANT shall ensure that all its subcontractors shall provide for assignment to OCSD of any documents or materials prepared by them. 21. Ownership of Intellectual Property 21.1. CONSULTANT agrees that all designs, plans, reports, specifications, drawings, schematics, prototypes, models, inventions, and all other information and items made during the course of this Agreement and arising from the Services (hereinafter referred to as"New Developments")shall be and are assigned to OCSD as its sole and exclusive property. 21.2. CONSULTANT agrees to promptly disclose to OCSD all such New Developments. Upon OCSD's request, CONSULTANT agrees to assist OCSD, at OCSD's expense, to obtain patents or copyrights for such New Developments, including the disclosure of all pertinent information and data with respect thereto,the execution of all applications, specifications, assignments, and all other instruments and papers which OCSD shall deem necessary to apply for and to assign or convey to OCSD, its successors and assigns, the sole and exclusive right, title and interest in such New Developments. CONSULTANT agrees to obtain or has obtained written assurances from its employees and contract personnel of their agreement to the terms hereof with regard to New Developments and Confidential Information. 21.3. CONSULTANT warrants that CONSULTANT has good title to any New Developments, and the right to assign New Developments to OCSD free of any proprietary rights of any other party or any other encumbrance whatever. 21.4. The originals of all computations, drawings, designs, graphics, studies, reports, manuals, photographs, videotapes, data, computer files, and other documents prepared or caused to be prepared by CONSULTANT or its subcontractors in connection with these Services shall be delivered to and shall become the exclusive property of OCSD. OCSD may utilize these documents for OCSD applications on other projects or extensions of this Project, at its own risk. 22.Infringement Claims: If an infringement claim occurs, CONSULTANT has thirty (30) days after the receipt of OCSD's written notice of the claim or the date on which CONSULTANT first becomes aware of the claim, whichever is sooner, to either: (a) procure for OCSD the right to continue using the affected Product, Service, subsystem, component or Interface and deliver or provide the Product, Service, subsystem, component, or Interface to OCSD; or (b) repair or replace the infringing Product, Service, subsystem, component, or Interface so that it becomes non-infringing, provided the performance of the System or any subsystems, components, or Interfaces is not adversely affected by the replacement or modification. In the event CONSULTANT is unable to comply with either subsection (a)or(b)of this paragraph within thirty (30)days, OCSD may terminate this Agreement without any further obligation to CONSULTANT. In the event of termination, in addition to any other legal remedies available to OCSD, Orange County Sanitation District 14 of 20 Specification No. CS-2017-893 CONSULTANT will refund OCSD within ten (10) days of OCSD's notice of termination, the license fees OCSD paid to CONSULTANT for the Product, Service, subsystem, component or Interface. If the inability to comply with either subsection (a)or (b) of this paragraph causes the System to fail to meet the Functional, Performance and Reliability Specifications and Requirements or to otherwise become ineffective, CONSULTANT will refund OCSD all fees paid to CONSULTANT under this Agreement. 23. No Solicitation of Employees Or Subcontractors 23.1. CONSULTANT agrees that it shall not, during the term of this Agreement and for a period of one (1) year immediately following termination of this Agreement, or any extension hereof, call on, solicit, or take away any of the employees or subcontractors about whom CONSULTANT became aware as a result of CONSULTANT's Services to OCSD. 23.2. CONSULTANT acknowledges that OCSD's employees are critical to its business. CONSULTANT agrees not to employ or otherwise engage OCSD's employees or subcontractors during the term of this Agreement and for a period of one(1)year following termination of this Agreement. Should CONSULTANT violate this provision, CONSULTANT will pay OCSD fifty percent(50%)of the former employee's annual salary which payment is in addition to OCSD's rights and remedies. 24.Independent Contractor Capacity 24.1. The relationship of CONSULTANT to OCSD is that of an independent contractor and nothing herein shall be construed as creating an employment or agency relationship. 24.2. CONSULTANT shall act independently and not as an officer or employee of OCSD. OCSD assumes no liability for CONSULTANT's action and performance, nor assumes responsibility for taxes, funds, payments or other commitments, implied or expressed, by or for CONSULTANT. 24.3. CONSULTANT shall not be considered an agent of OCSD for any purpose whatsoever, nor shall CONSULTANT have the right to,and shall not, commit OCSD to any agreement, contract or undertaking. CONSULTANT shall not use OCSD's name in its promotional material or for any advertising or publicity purposes without expressed written consent. 24.4. CONSULTANT shall not be entitled to any benefits accorded to those individuals listed on OCSD's payroll as regular employees including, without limitation, worker's compensation, disability insurance, vacation, holiday or sick pay. CONSULTANT shall be responsible for providing, at CONSULTANT's expense, disability, worker's compensation or other insurance as well as licenses and permits usual or necessary for conducting the Services hereunder. 24.5. CONSULTANT shall be obligated to pay any and all applicable local, state and federal payroll and other taxes incurred as a result of fees hereunder. CONSULTANT hereby indemnifies OCSD for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising out of CONSULTANT's breach of this provision. 24.6. CONSULTANT shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OCSD's payroll as regular employees. CONSULTANT shall remain ineligible for such benefits or participation in such benefit plans even if a court later decides that OCSD misclassified CONSULTANT for tax purposes. Orange County Sanitation District 15 of 20 Specification No. CS-2017-893 25. Licenses and Permits: CONSULTANT represents and warrants to OCSD that it has obtained all licenses, permits, qualifications and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Agreement will be paid by CONSULTANT. 26. Governing Law., This Agreement shall be governed by and interpreted under the laws of the State of California and the Parties submit tojurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. 27.Applicable Laws and Regulations: CONSULTANT shall comply with all applicable federal, state, and local laws, rules, and regulations. CONSULTANT also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of CONSULTANT's noncompliance therewith.Any permission required by law to be included herein shall be deemed included as a part of this Agreement whether or not specifically referenced. 28. Consultant's Representations: In the performance of duties under this Agreement, Consultant shall adhere to the highest fiduciary standards, ethical practices and standards of care and competence for their trade/profession. Consultant agrees to comply with all applicable Federal, State and local laws and regulations. 29.Familiarity with Work: By executing this Agreement, CONSULTANT warrants that: 1) it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Agreement. Should CONSULTANT discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at CONSULTANTS risk, until written instructions are received from OCSD. 30. Dispute Resolution 30.1. In the event of a dispute as to the construction or interpretation of this Agreement, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 30.2. In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. Orange County Sanitation District 16 of 20 Specification No. CS-2017-893 31.Attorney's Fees: If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable, attorneys fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 32. Waiver. The waiver of either party of any breach or violation of, or default under, any provision of this Agreement, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Agreement or default thereunder. Any breach by CONSULTANT to which OCSD does not object shall not operate as a waiver of OCSD'S rights to seek remedies available to it for any subsequent breach. 33. Survival: All provisions of this Agreement that by their nature would reasonably be expected to continue after the termination of this Agreement will survive the termination of this Agreement, including, without limitation, the following Sections and Paragraphs: • Payment • License • Audit • Independent Contractor • Warranties • Indemnification • Obligations Upon Expiration or Termination • Transition of Services • Confidentiality and Nondisclosure • Forum for Enforcement 34. Right to Review Services, Facilities, and Records 34.1. OCSD reserves the right to review any portion of the Services performed by CONSULTANT under this Agreement, and CONSULTANT agrees to cooperate to the fullest extent possible. 34.2. CONSULTANT shall furnish to OCSD such reports, statistical data, and other information pertaining to CONSULTANT's Services as shall be reasonably required by OCSD to carry out its rights and responsibilities under its agreements with its bondholders or noteholders and any other agreement relating to the development of the Project(s)and in connection with the issuance of its official statements and other prospectuses with respect to the offering, sale, and issuance of its bonds and other obligations. 34.3. The right of OCSD to review or approve drawings, specifications, procedures, instructions, reports, test results, calculations, schedules, or other data that are developed by CONSULTANT shall not relieve CONSULTANT of any obligation set forth herein. 35. Severability. If any section, subsection, or provision of this Agreement, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Agreement or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. Orange County Sanitation District 17 of 20 Specification No. CS-2017-893 36. OCSD Safety and Human Resources Policies: OCSD requires all contractors and consultants to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of a contract it is discovered that OCSD policies, safety manuals,or contracts do not comply with State or Federal regulations then the CONSULTANT is required to follow the most stringent regulatory requirement at no cost to OCSD. CONSULTANT and all their employees and subcontractors, shall adhere to all applicable OCSD Safety and Human Resources Policies found at: https://www.ocsd.com/Home/ShowDocument?id=17591 37. Damage to OCSD's Property:Any OCSD property damaged by CONSULTANT will be subject to repair or replacement by CONSULTANT at no cost to OCSD. 38. Freight(F.O.B. Destination): CONSULTANT assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Agreement. 39.Assignments: CONSULTANT shall not delegate any duties nor assign any rights under this Agreement without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 40. Changes In Control of CONSULTANT 40.1. In the event of a change in Control of CONSULTANT, OCSD shall have the option of terminating this Agreement by written notice to CONSULTANT. CONSULTANT shall notify OCSD within ten (10) days of the occurrence of a change in Control. As used in this Section, "Control" is defined as the possession, direct or indirect, of either: 40.1.1. the ownership or ability to direct the voting of fifty-one percent(51%) or more of the equity interests, value, or voting power in CONSULTANT; or 40.1.2. the power to direct or cause the direction of the management and policies of CONSULTANT, whether through ownership of voting securities, by contract, or otherwise. 41. Third Party Rights: Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than OCSD and CONSULTANT. 42. Non-Liability of OCSD Officers and Employees: No officer or employee of OCSD shall be personally liable to CONSULTANT, or any successor-in-interest, in the event of any default or breach by OCSD orfor any amount which may become due to CONSULTANT or to its successor, or for breach of any obligation of the terms of this Agreement. 43. Conflict of Interest and Reporting 43.1. CONSULTANT shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Agreement. 43.2. CONSULTANT affirms that to the best of its knowledge there exists no actual or potential conflict between CONSULTANT'S families, business or financial interest or its Services under this Agreement, and in the event of change in either its private interests or Services under this Agreement, it will raise with OCSD any question regarding possible conflict of interest which may arise as a result of such change. Orange County Sanitation District 18 of 20 Specification No. CS-2017-893 44.Authority to Execute: The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the Parties are formally bound. 45. Read and Understood:By signing this Agreement, CONSULTANT represents that he has read and understood the terms and conditions of the Agreement. 46. Entire Agreement This Agreement constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 19 of 20 Specification No. CS-2017-893 47. Notices: All notices under this Agreement must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Any facsimile notice must be followed within three (3) days by written notice. Rejection or other refusal to accept or the inability to deliver because of changed address or which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Jennifer Martin Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708 CONSULTANT: Craig Babinec Sales Account Manager LabWare, Inc. 3 Mill Road, Suite 102 Wilmington, DE 19806 IN WITNESS WHEREOF, the Parties hereto have hereunto set their hands the day and year indicated below. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Kelly A. Lore Clerk of the Board Dated: By: Marc Dubois Contracts and Purchasing and Materials Management Manager LabWare, Inc. Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 20 of 20 Specification No. CS-2017-893 ADMINISTRATION COMMITTEE Meeting Date TOBd.Of Dir. 06/13/18 06/27/1a AGENDA REPORT emNumber Item Number 3 IS Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: FY 2018-19 USE CHARGES FOR SANTA ANA WATERSHED PROJECT AUTHORITY GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 18-08, entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District Establishing Use Charges for the 2018-19 Fiscal Year Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana Watershed Project Authority ("SAWPA"):' BACKGROUND Currently, the Orange County Sanitation District (Sanitation District) invoices Santa Ana Watershed Project Authority (SAWPA) on a quarterly basis for the wastewater discharge we receive from the SARI line. Annually, the rates for flow, biochemical oxygen demand (BOD), and total suspended solids (TSS) are calculated based upon the fiscal year budget for treatment and disposal costs and the 1996 Wastewater Treatment and Disposal agreement. The rates calculated for each constituent for FY 2018-19 for wastewater discharge are: FLOW $187.00 BOD $285.00 TSS $410.00 The FY 2018-19 rates result in a 6.5% increase in the Flow rate, a 2% increase in the BOD rate, and a 5.5% increase in the TSS rate. These increases are due to a combination of a 6.7% increase in the O&M budget and allocation parameters between discharge constituents and the change in equivalent usage per EDU for each constituent as a result of the 2017 Rate Study that was adopted in December 2017. Staff has worked with SAWPA over the past several months and officially communicated the exact rates in May 2018. These rates are separate from the rates charged for additional capacity purchases by SAWPA. RELEVANT STANDARDS • Comply with OCSD Policy — Establishing annual SAWPA treatment and disposal rates • Supports 1996 Treatment and Disposal agreement with SAWPA Page 1 of 2 TIMING CONCERNS Rates should be effective for July 1 of FY 2018-19 RAMIFICATIONS OF NOT TAKING ACTION Rates would not be established for FY 2018-19 for cost recovery for treatment and disposal of SAWPA's wastewater discharge. PRIOR COMMITTEE/BOARD ACTIONS A Resolution is adopted annually in June pursuant to the Wastewater Treatment and Disposal Agreement with SAWPA. ATTACHMENT The following attachment(a)is available in hard copy and may also be viewed on-line at the OCSD website (mm w.ocsd.coml with the complete agenda package: Resolution No. OCSD 18-08, entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District Establishing Use Charges for the 2018-19 Fiscal Year Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana Watershed Project Authority (SAWPA)." Page 2 of 2 RESOLUTION NO. OCSD 18-08 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT ESTABLISHING USE CHARGES FOR THE 2018-19 FISCAL YEAR PURSUANT TO THE WASTEWATER TREATMENT AND DISPOSAL AGREEMENT WITH THE SANTA ANA WATERSHED PROJECT AUTHORITY ("SAWPA") WHEREAS, the Board of Directors has approved the Wastewater Treatment and Disposal Agreement with the SANTA ANA WATERSHED PROJECT AUTHORITY ("SAWPA"); and, WHEREAS, said agreement provides for payment of Disposal Costs for the measured and sampled flow of Wastewater discharged from SAWPA's SARI Service Area to Districts' facilities; and, WHEREAS, said agreement provides for adjustment of said Disposal Costs on an annual basis. NOW, THEREFORE, The Board of Directors of the Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE, AND ORDER: Section 1. That pursuant to Section C4 of the Wastewater Treatment and Disposal Agreement, the 2018-19 fiscal year charges for Disposal Costs are hereby established as follows: For Flow: $ 187.00 per million gallons of flow For Biochemical Oxygen Demand: $ 285.00 per thousand pounds For Total Suspended Solids: $ 410.00 per thousand pounds OCSD 18-08-1 PASSED AND ADOPTED at a regular meeting of the Orange County Sanitation District's Board of Directors held June 27, 2018. Gregory C. Seboum, PLS Board Chairman ATTEST: Kelly A. Lore, MMC Clerk of the Board OCSD 18-08-2 STATE OF CALIFORNIA ) ) ss COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 18-08 was passed and adopted at a regular meeting of said Board on the 271h day of June 2018, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 27th day of June 2018. Kelly A. Lore, MMC Clerk of the Board of Directors Orange County Sanitation District OCSD 18-08-3 ADMINISTRATION COMMITTEE Meeting Date TOBd.Of Dir. 06/13/18 06/27/18 AGENDA REPORT emNumber Item Number 4 Ifi Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: James E. Colston, Director of Environmental Services SUBJECT: ADOPTION OF INTEGRATED REGIONAL WATER MANAGEMENT PLAN AND MOU GENERAL MANAGER'S RECOMMENDATION A. Adopt The OC Plan for Integrated Regional Water Management in North and Central Orange County dated March 2018; B. Approve participation in a Memorandum of Understanding between the Orange County Sanitation District, the Orange County Water District, and the County of Orange for Integrated Regional Water Management in North and Central Orange County Watershed Management Areas; and C. Authorize staff to submit applications for State Integrated Regional Water Management Grants under California Proposition 1 for projects prioritized within the Plan. BACKGROUND The Orange County Sanitation District (Sanitation District) and other agencies in Orange County have completed the Integrated Regional Water Management (IRWM) Plan for the north and central areas of Orange County. The Sanitation District staff will update the Board of Directors on IRWM activities, request that the Board formally adopt the plan, and approve participation in a Memorandum of Understanding between the parties to support the plan. RELEVANT STANDARDS Secure outside funding (grants)for recycled water or other capital programs • Maintain collaborative and cooperative relationships with regulators, stakeholders, and neighboring communities Ensure the public's money is wisely spent PROBLEM Maximize the opportunities to receive State of California grant funding for eligible capital projects. Page 1 of 3 PROPOSED SOLUTION Create a Regional Water Management Group that can submit prioritized regional grant applications to seek a fair share of State of California grant funds. TIMING CONCERNS The Plan and Group must be created this year to take advantage of California Proposition 1 grant funding opportunities. RAMIFICATIONS OF NOT TAKING ACTION In order to form a Regional Water Management Group, there must be at least three partners. As proposed, the Sanitation District is the third partner with Orange County Water District and the County of Orange. These partners will need to find another partner to create the group. Also, the Sanitation District may have fewer opportunities to receive State of California grant funding. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The CA Department of Water Resources (DWR) administers the state's Integrated Regional Water Management(IRWM)program. Grants under this program are managed through state-approved "Regions". In the Santa Ana Watershed, SAWPA is the state-approved region and manages this program known locally as the One Water One Watershed (OWOW)program. The Sanitation District participates in the OWOW program and received funding for two projects through this program. Additional funding for the IRWM program is included in Proposition 1 and DWR expects the first round of this funding to be available at the end of 2018 or beginning of 2019. Total funding for the Santa Ana region is $63 million. The Sanitation District has been considering the option of partnering with others in Orange County to create a separate region for the northern and central areas of Orange County as an alternative to participating in the SAWPA-led OWOW program. This area is nearly the same as the Sanitation District's service area. In order to preserve the option to establish a separate region and to develop a stronger integrated water resources program within Orange County, the Sanitation District staff partnered with the County of Orange and Orange County Water District to update the local Integrated Regional Water Management Plan. DWR requires that an IRWM plan be adopted by three agencies responsible for management of water resources. The three agencies that will be considering formal adoption of the plan are the County of Orange (scheduled for June 2018), the Sanitation District, and the Orange County Water District (Plan adopted in April 2018, MOU Page 2 d 3 scheduled for July 2018). Other agencies and organizations may also formally adopt the plan if they wish. DWR also requires that the three agencies create a regional water management group (RWMG) by means of a written agreement that is approved by the agencies' governing bodies. The responsibilities of the RWMG are to oversee implementation of the IRWM Plan and to update the plan periodically, as needed. The MOU serves as the RWMG agreement. Orange County stakeholders intend to submit The OC Plan to DWR for review and approval to verify the plan addresses state standards. The Sanitation District staff members continue to participate in the IRWM planning process being managed by SAWPA. As the DWR-approved region for the watershed, SAWPA is organizing stakeholder involvement in updating the OWOW plan and preparing for the next round of IRWM grants. CEQA N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • The OC Plan for Integrated Regional Water Management in North and Central Orange County dated March 2018 (available online only, separate file) • Memorandum of Understanding Page 3 d 3 Memorandum of Understanding for Integrated Regional Water Management in North and Central Orange County Watershed Management Areas This Memorandum of Understanding (MOU) is made and entered into this_day of , 2018, by and between the County of Orange (County), Orange County Water District (OCWD), and Orange County Sanitation District (OCSD). County, OCWD and OCSD are collectively referred to as "the Parties." WHEREAS, the municipalities and special districts in Orange County developed a countywide Water Quality Strategic Plan that recommends the formation of three Watershed Management Areas (WMAs)to better coordinate and implement collective water resource management strategies, and the eleven watersheds in Orange County were subsequently grouped into three Watershed Management Areas: North, Central, and South. WHEREAS, the North and Central Orange County WMAs comprise five hydrologic units: San Gabriel River-Coyote Creek, Anaheim Bay Huntington Harbour, Santa Ana River, Newport Bay, and Newport Coastal Streams, herein collectively referred to as "the Region." WHEREAS, Integrated Regional Water Management Plans (IRWMP Plan), defined in California Water Code section 10530, et seq., have been previously prepared and accepted for the North and Central Orange County WMAs, in 2011 and 2012, respectively. WHEREAS, Region stakeholders have collaborated to update and combine the two existing IRWM Plans into one IRWM Plan for the Region, The OC Plan for IRWM in North and Central Orange County ("The OC Plan"). WHEREAS, a "Regional Water Management Group' (RWMG) means a group in which three or more local agencies, at least two of which have statutory authority over water supply or water management, as well as those other persons who may be necessary for the development and implementation of a plan that meets the requirements in Water Code sections 10540 and 10541, participate by means of a joint powers agreement, memorandum of understanding, or other written agreement, as appropriate, that is approved by the governing bodies of those local agencies. WHEREAS, the Parties desire to participate in an RWMG to oversee and implement The OC Plan. WHEREAS, this MOU is not intended to create a financial obligation on the part of any of the RWMG members. WHEREAS, any financial obligations for implementation of projects in The OC Plan shall be determined through separate project implementation decisions and/or agreements. NOW, THEREFORE, in consideration of the foregoing, the Parties agree as follows: SECTION 1: Purpose The purpose of this Memorandum of Understanding (MOU) is to memorialize a mutual understanding in the Region in order to increase coordination, collaboration and communication in managing water resources, including implementation of The OC Plan. SECTION 2: Governance and Committees The Region shall be governed as described below. Regional Water Management Group (RWMG) The RWMG for the Region shall be comprised of the County, OCWD and OCSD. The RWMG shall be responsible for guiding the updating and execution of The OC Plan, establishing priorities for water resource needs, integrating water resource solutions across traditional bounds, and jointly advocating for policies and funding that assist these goals. The RWMG will provide administrative support for the Region and will develop plans to fund implementation of The OC Plan as necessary. Advisory Committee to the RWMG The Advisory Committee shall consist of representatives of the RWMG and representatives of the Newport Bay Watershed Executive Committee. The purpose of the Advisory Committee is to provide leadership and guidance to the RWMG on implementation of The OC Plan. Planning Group The Planning Group consisting of staff members of the Advisory Committee shall provide day-to-day support for the development and implementation of The OC Plan, and to manage stakeholder involvement. Stakeholder Group The Stakeholder Group, consisting of agencies, cities, interest groups, and any other stakeholders within the Region, shall provide leadership in developing and updating The OC Plan, propose projects to be included in the plan, and develop and approve the project prioritization process and project ranking. The Stakeholder Group may create Ad Hoc Working Groups and assign specific tasks to be completed by Ad Hoc Working Groups. Section 3: Goals The goals of the collaborative effort undertaken pursuant to this MOU are: To oversee the implementation and future updating of The OC Plan for the Region. To improve and maximize coordination and collaboration of individual public, private and non-profit agency plans, programs and projects within the region and with neighboring regions for mutual benefit and optimal gain for the Region. To help identify, develop and implement collaborative plans, programs and projects which will improve water resource management in the Region. To foster coordination, collaboration and communication between stakeholders, to achieve greater efficiencies, and to enhance regional competitiveness for local, state and federal grant funding. Section 4: Additional Terms and Provisions The OC Plan is a living document that will be updated periodically to reflect accomplishments as well as changing water resource management issues. Nothing in this MOU commits the RWMG members collectively or individually to a particular program or a project. Specific projects developed within the Region are separately proposed, reviewed and approved by the project sponsor. This MOU is not intended to create a financial obligation on the part of any of the RWMG members. The RWMG members will each consider adoption of The OC Plan to take the place of any prior IRWM Plans for the Region. Any other agency or organization in the Region may accept The OC Plan. Appendices to the plan, including The OC Plan Project List and Ranking and Prioritization of Goals and Strategies, may be updated and other routine updates may be added by the Stakeholder Group without requiring agencies and organization to formally re-adopt The OC Plan. Section 5: Project Implementation Agreements Implementation of any cost-shared programs shall be accomplished through project implementation agreements among the project proponent, participating parties, and the fiscal agent for local, state, or federal funding. The project proponent is the managing party responsible for management of the program or project that is subject of the project implementation agreement. Section 6: Amendment All Amendments to this MOU shall be in writing with the approval of all members of the RWMG. Section 7: Execution This MOU may be executed in counterparts and has the same force and effect as if all the signatures were obtained in one document. The term of the MOU shall commence upon the date when all RWMG parties have executed the MOU. Section 8: Withdrawal of Parties Any RWMG member may withdraw its participation in this MOU upon ninety (90) days prior written notice to all the other RWMG members, such withdrawal to be effective ninety (90) days after the notice is received or deemed received. Section 9: Liability It is mutually understood and agreed that, merely by the virtue of entering into this MOU, each RWMG member neither relinquishes any right nor assumes any liabilities for its own actions or the actions of other RWMG members. It is the intent of the RWMG that the rights and liabilities of each RWMG member shall remain the same, while this MOU is in force, as it was before this MOU was made, except as otherwise specifically provided in this MOU. IN WITNESS WHEREOF, the parties hereto have executed this MOU on the date opposite their respective signatures. COUNTY OF ORANGE, a political subdivision of the State of California. Dated: By: Printed Name and Title: APPROVED AS TO FORM: County Counsel By: Dated: SIGNED AND CERTIFIED THAT A COPY OF THIS MOU HAS BEEN DELIVERED TO THE CHAIRMAN OF THE BOARD By: ROBIN STIELER Clerk of the Board of Supervisors of Orange County, California Date: ORANGE COUNTY WATER DISTRICT, a special district of the State of California. Dated: By: Printed Name and Title: APPROVED AS TO FORM: District Counsel By: Dated: ORANGE COUNTY SANITATION DISTRICT, a special district of the State of California. Dated: By: Printed Name and Title: APPROVED AS TO FORM: District Counsel By: Dated: ADMINISTRATION COMMITTEE Meeting Date TOBd.Of Dir. 06/13/18 06/27/18 AGENDA REPORT IWrnNumber Item Number s 17 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: GANN APPROPRIATIONS LIMIT FOR FISCAL YEAR 2018-19 GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 18-09, entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District Establishing the Annual Appropriations Limit for Fiscal Year 2018-19 for the District in accordance with the Provisions of Division 9 of Title 1 of the California Government Code." BACKGROUND This routine annual action adopts a resolution establishing the spending limit for "proceeds of taxes" in accordance with Article XIII B of the Constitution of the State of California (Section 7910 of the Government Code). The Orange County Sanitation District's (Sanitation District) annual appropriations are well below the limit. In 1979, Proposition 4 (the Gann Initiative)was approved adding Article XIII B to the State Constitution. The provisions of this article place limits on the amount of revenue that can be appropriated by all entities of government. This initiative was designed to constrain government expenditures by placing an annual limit on jurisdictions' revenue and appropriation growth. The Appropriation Limit is based on actual appropriations during the 1978-1979 fiscal year, as increased each year using specified population and inflationary growth factors. This annual allowance growth is linked to changes in population and cost of living. The passage of Proposition 111 in June 1990 amended Article XIIIB, making changes in the base year upon which the appropriations limit is based, establishing new cost of living factors and new population factors for use by local governments, and increasing appropriations not subject to the limit (primarily qualified capital outlay projects). The financial constraints of Article XIII B apply to the State, all cities, counties, special districts, and all other political subdivisions. RELEVANT STANDARDS • Produce Operations and CIP budgets every two years with annual update PROBLEM Article XIII B of the State Constitution places limits on the amount of revenue that can be appropriated by all entities of government. Page 1 of 2 PROPOSED SOLUTION Approval of the proposed resolution establishing the annual appropriations limit for fiscal year 2018-19 in accordance with the provisions of Division 9 of Title 1 of the California Government Code. TIMING CONCERNS The proposed one-year budget, effective July 1 of this year, will be finalized and presented to the Board for adoption in June. The appropriations limit resolution needs to be approved in conjunction with the budget. RAMIFICATIONS OF NOT TAKING ACTION The Sanitation District will not be able to carry out its financial fiduciary duties beyond June 30, 2018. ATTACHMENTS The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Resolution No. OCSD 18-09, entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District Establishing the Annual Appropriations Limit for Fiscal Year 2018-19 for the District in accordance with the Provisions of Division 9 of Title 1 of the California Government Code." Page 2 d 2 RESOLUTION NO. OCSD 18-09 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT ESTABLISHING THE ANNUAL APPROPRIATIONS LIMIT FOR FISCAL YEAR 2018-19 FOR THE DISTRICT IN ACCORDANCE WITH THE PROVISIONS OF DIVISION 9 OF TITLE 1 OF THE CALIFORNIA GOVERNMENT CODE WHEREAS, Article XIII B of the Constitution of the State of California as proposed by the Initiative Measure approved by the people at the special statewide election held on November 6, 1979, provides that the total annual appropriations limit of each local government agency shall not exceed the appropriations limit of such entity for the prior year, adjusted for changes in the cost of living and population, except as otherwise specifically provided for in said Article; and, WHEREAS, the State Legislature added Division 9 (commencing with Section 7900) to Title 1 of the Government Code of the State of California to implement Article XIII B of the California Constitution; and, WHEREAS, Section 7910 of the Government Code provides that each year the governing body of each local jurisdiction shall, by resolution, establish its appropriations limit for the following fiscal year pursuant to Article XIII B at a regularly-scheduled meeting or a noticed special meeting and that fifteen (15) days prior to such meeting, documentation used in the determination of the appropriations limit shall be available to the public; and, WHEREAS, Section 7902 (a) of the Government Code sets forth the method for determining the appropriations limit for each local jurisdiction for the 2018-19 fiscal year; and, WHEREAS, the Board of Directors wishes to establish the appropriations limit for fiscal year 2018-19 for the District. NOW, THEREFORE, the Board of Directors of the Orange County Sanitation District DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section 1: That it is hereby found and determined that the documentation used in the determination of the appropriations limit for the Orange County Sanitation District, for fiscal year 2018-19, was available to the public in the Finance Department of said District at least fifteen (15) days prior to this date. OCSD 18-09-1 Section 2: That the appropriations limit for fiscal year 2018-19 for the Orange County Sanitation District, as established in accordance with Section 7902(b) of the California Government Code is $110,229,598 which sum is within the maximum authorized spending limitation for fiscal year 2018-19. Section 3: That the Board of Directors of the Orange County Sanitation District, has determined that the percent change in California per capita personal income from the preceding year would be the cost of living factor to be used and the weighted average population change of the cities within the District would be the population factor to be used in calculating the Orange County Sanitation District's appropriations limit for the Fiscal Year 2018-19. Section 4: The determination of the appropriation limit is based upon the best and most complete information available at this time. The District reserves the right to review and re-establish a new and different limit in the event that it subsequently determines that a modification of the limitation amount is appropriate. PASSED AND ADOPTED at a regular meeting of the Board of Directors held June 27, 2018. Gregory C. Sebourn, PLS Chairman of the Board ATTEST: Kelly A. Lore, MMC Clerk of the Board OCSD 18-09-2 STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 18-09 was passed and adopted at a regular meeting of said Board on the 27th day of June 2018, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 27th day of June 2018. Kelly A. Lore, MMC Clerk of the Board of Directors Orange County Sanitation District Me 18-09-3 STEERING COMMITTEE Meeting Date TOBd.Of Dir. 06/27/18 06/27/18 AGENDA REPORT emNumber Item Number 2 IB Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: IRVINE RANCH WATER DISTRICT OUT OF AREA SERVICE FOR LOS ALISOS ADDITION GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 18-10 entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District supporting Irvine Ranch Water District's Local Agency Formation Commission application to expand Orange County Sanitation District's service boundary to include Portola Hills and Baker Ranch per the May 8, 2017 Agreement with Irvine Ranch Water District." BACKGROUND Irvine Ranch Water District (IRWD) provides local wastewater collection services within the service boundaries of Orange County Sanitation District (Sanitation District), in the area of former County Sanitation of Orange County District No. 14. As such, IRWD is subject to the Sanitation District's Wastewater Discharge Regulations, Ordinance No. OCSD48. The Wastewater Discharge Regulations are critical to assuring the Sanitation District maintains regulatory compliance and to assure the water received by the Groundwater Replenishment System meets pretreatment requirements. On December 31, 2000, IRWD was consolidated with the Los Alisos Water District and began to provide wastewater collection and treatment for the former Los Alisos Water District service area, an area outside of the Sanitation District's boundaries. However, over time, the areas of Portola Hills and Baker Ranch (Los Alisos area) have been rerouted to drain to the Michelson Water Recycling Plant within the Sanitation District's service boundaries. To accommodate flows from the Los Alisos area, the Sanitation District entered into an out of service area sewer service agreement with IRWD on May 8, 2017. Recently, IRWD contacted Sanitation District staff and requested the Board of Directors adopt a Resolution in support of IRWD's Local Agency Formation Commission (LAFCO) application to adjust the Sanitation District boundary to include the Portola Hills and Baker Ranch areas defined in the May 8, 2017 Agreement. This resolution has been requested by LAFCO. Page 1 of 2 RELEVANT STANDARDS • Maintain collaborative and cooperative relationships with regulators, stakeholders, and neighboring communities PROBLEM IRWD requires approval from LAFCO so they can change the Sanitation District service area boundary. PROPOSED SOLUTION Adopt a Resolution that will assist IRWD with the LAFCO approval process. TIMING CONCERNS N/A RAMIFICATIONS OF NOT TAKING ACTION IRWD may not receive LAFCO approval. PRIOR COMMITTEE/BOARD ACTIONS April 2017 - Approved an agreement with the Irvine Ranch Water District, which was executed May 8, 2017, allowing wastewater flows to enter Orange County Sanitation District's service area from the Los Alisos area, for a period of three years, from date of execution, and to support Irvine Ranch Water District's application to the Local Agency Formation Commission for a change to Orange County Sanitation District's service boundaries to permanently service these areas. ADDITIONAL INFORMATION N/A CEQA N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENTS The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Resolution No. OCSD 18-10 Page 2 of 2 RESOLUTION NO. OCSD 18-10 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT SUPPORTING IRVINE RANCH WATER DISTRICT'S LOCAL AGENCY FORMATION COMMISSION APPLICATION TO EXPAND ORANGE COUNTY SANITATION DISTRICT'S SERVICE BOUNDARY TO INCLUDE PORTOLA HILLS AND BAKER RANCH PER THE MAY 8, 2017 AGREEMENT WITH IRVINE RANCH WATER DISTRICT WHEREAS, The Orange County Sanitation District ("OCSD") is a duly organized County Sanitation District, existing pursuant to the County Sanitation District Act, California Health & Safety Code Sections 4700 at seq., providing for the ownership, operation, and maintenance of sewage collection, treatment, and disposal facilities; and WHEREAS, Irvine Ranch Water District ("IRWD") is organized and existing pursuant to the California Water District Law, California Water Code Section 34000 et seq., and also owns, operates, and maintains sewage collection, treatment, recycling and disposal facilities pursuant to powers granted by such Law; and WHEREAS, OCSD has established and maintains two (2) separate Revenue Areas, the Consolidated Revenue Area (CRA) and Revenue Area 14 (RA14), to provide for, among other things, segregated accounting of revenues and expenses; and WHEREAS, RA14 is entirely within IRWD's jurisdictional boundaries, and within said boundaries IRWD provides local sewage collection service and delivers a portion of the sewage collected within IRWD's service area to OCSD's trunk sewer and treatment plant facilities for treatment and disposal, pursuant to the terms and conditions of those certain agreements between IRWD and OCSD, as the successor to County Sanitation District No. 14 of Orange County ("RA14 Agreements"); and OCSD 18-10-1 WHEREAS, the RA14 Agreements provide for IRW D's use and funding of capacity and ownership equity on the basis of OCSD's annual integration adjustment and Capital Outlay Revolving Fund ("CORF") sharing formulas, utilizing flows generated within RA14; and WHEREAS, RA14 encompasses the portions of IRWD's service area from which sewage flows are diverted to OCSD's regional treatment facilities or are capable of being discharged either to IRWD's Michelson Water Recycling Plant ("MWRP") or OCSD's regional treatment facilities, and through RA14 and OCSD trunk sewers, OCSD conveys to its regional treatment and disposal facilities the sewage flows from the portion of the IRWD service area that are in excess of the amount of sewage IRWD delivers to MWRP; and WHEREAS, OCSD, in partnership with Orange County Water District, is engaged in the indirect potable reuse of sewage through the Ground Water Replenishment System, and the treated effluent tributary to the Ground Water Replenishment System, including all sewage and urban runoff diversions from RA14, is subject to advanced source control requirements to limit substances that would render the sewage unsuitable for subsequent indirect potable reuse; and WHEREAS, IRWD is prohibited from bringing sewage into OCSD's service area that may reach OCSD's facilities, directly or indirectly, without OCSD authorization; and WHEREAS, IRWD's service territory also includes areas that discharge sewage to IRWD's Los Alisos Water Recycling Plant ("LAWRP") and/or other treatment facilities, as depicted in the attached Agreement dated May 8, 2017 (Exhibit"A"), attached hereto and incorporated herein by this reference (the "Los Alisos Area"); and OCSD 18-10-2 WHEREAS, IRWD currently is not authorized to discharge from LAWRP to MWRP via the San Diego Creek Interceptor Sewer, since this flow originates from outside of OCSD's service area; and WHEREAS, more particularly, the Los Alisos Area includes the following subareas, depicted in the Agreement dated May 8, 2017 attached hereto and incorporated herein by this reference: • Portion of Portola Hills ("Area 1")—flows were delivered by a lift station to Santa Margarita Water District's Chiquita Water Recycling Plant. IRWD has removed the lift station and constructed a gravity sewer that conveys Area 1 flows to MWRP; • Portion of Baker Ranch ("Area 2")—when Area 2 is developed, flows from a portion of the area will be tributary to MWRP, and flows from the remainder will be tributary to LAWRP; • The former Los Alisos Water District ("LAWD") service area, consolidated with IRWD on December 31, 2000, with IRWD as the consolidated successor district, ("Area 3")—flows are tributary to LAWRP, but could also be delivered to MWRP with system modifications; and WHEREAS, Areas 1, 2, and 3 of the Los Alisos Area are located outside of, but in close proximity to, the jurisdictional boundary of OCSD, and to provide for discharge capability from areas outside the OCSD boundary to RA14, an out-of-area service agreement is required between IRWD and OCSD; and WHEREAS, OCSD and IRWD have set forth the terms and conditions for an out- of-area service agreement that initially covers Areas 1 and 2; and WHEREAS, IRWD does not intend to send sewage, treated sewage, or solids from Area 3 to MWRP, or by extension to OCSD facilities at this time. OCSD 18-10-3 NOW, THEREFORE, in consideration thereof, the Board of Directors of the Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE, AND ORDER: Section 1: OCSD supports the expansion of its Service Boundary. OCSD supports IRWD's application to the Orange County Local Agency Formation Commission to expand OCSD's Service Boundary to encompass Area 1 (Portola Hills) and Area 2 (Baker Ranch) into RA14. Section 2: Delivery to RA14 and OCSD. OCSD will allow IRWD's connection of its sewage collection systems serving Area 1 and Area 2 to IRWD's trunk sewer system having the capability of delivering Flows to RA14 and OCSD facilities for conveyance, treatment and disposal. Section 3: Industrial Waste Monitoring. The Area 1 and 2 shall be subject to the Memorandum of Understanding between County Sanitation District No. 14 of Orange County, California and Irvine Ranch Water District Governing Industrial Waste Program Administration, dated February 11, 1987. All Class 1, Class 2, Urban Runoff, and Special Purpose Dischargers within Area 1 and Area 2 shall obtain permits from OCSD per OCSD Ordinance 48, which may be amended from time to time. OCSD 18-10-4 PASSED AND ADOPTED at a regular meeting of the Board of Directors held June 27, 2018. Gregory C. Sebourn, PLS Board Chairman ATTEST: Kelly A. Lore, MMC Clerk of the Board APPROVED AS TO FORM: Bradley R. Hogin General Counsel OCSD 18-10-5 STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 18-10 was passed and adopted at a regular meeting of said Board on the 27th day of June 2018, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 27th day of June 2018. Kelly A. Lore, MMC Clerk of the Board of Directors Orange County Sanitation District OCSD 18-10-6 A AGREEMENT RELATING TO oRIG/Nq� IRVINE RANCH WATER DISTRICT LOS ALISOS AREA AND INCLUSION OF FLOWS IN REVENUE AREA 14 FLOW CALCULATIONS THIS AGREEMENT is made and entered into,to be effective this�t"day of 2017, by and between ORANGE COUNTY SANITATION DISTRICT, a County Sanitation District,hereinafter referred to as"OCSD,"and IRVINE RANCH WATER DISTRICT, hereinafter referred to as"IRWD." RECITALS WHEREAS,OCSD is a duly organized County Sanitation District,existing pursuant to the County Sanitation District Act, California Health& Safety Code Sections 4700 et seq., providing for the ownership,operation, and maintenance of sewage collection,treatment, and disposal facilities;and WHEREAS, IRWD is organized and existing pursuant to the California Water District Law, California Water Code Section 34000 et seq.,and also owns,operates,and maintains sewage collection,treatment,recycling and disposal facilities pursuant to powers granted by such Law; and WHEREAS, OCSD has established and maintains two(2) separate Revenue Areas, the Consolidated Revenue Area(CRA)and Revenue Area 14 (RA14),to provide for,among other things, segregated accounting of revenues and expenses; and WHEREAS, RA14 is entirely within IRWD'sjurisdictional boundaries, and within said boundaries IRWD provides local sewage collection service and delivers a portion of the sewage collected within IRWD's service area to OCSD's trunk sewer and treatment plant facilities for 1 1213387.3 treatment and disposal,pursuant to the terms and conditions of those certain agreements between IRWD and OCSD, as the successor to County Sanitation District No. 14 of Orange County ("RA14 Agreements"); and WHEREAS,the RAI4 Agreements provide for IRWD's use and funding of capacity and ownership equity on the basis of OCSD's annual integration adjustment and Capital Outlay Revolving Fund("CORF")-sharing formulas,utilizing flows generated within RAI4;and WHEREAS, RA14 encompasses the portions of IRWD's service area from which sewage flows are diverted to OCSD's regional treatment facilities or are capable of being discharged either to IRWD's Michelson Water Recycling Plant("MWRP")or OCSD's regional treatment facilities, and through RA14 and OCSD trunk sewers,OCSD conveys to its regional treatment and disposal facilities the sewage flows from the portion of the IRWD service area that are in excess of the amount of sewage IRWD delivers to M WRP; and WHEREAS,OCSD, in partnership with Orange County Water District, is engaged in the indirect potable reuse of sewage through the Ground Water Replenishment System,and the treated effluent tributary to the Ground Water Replenishment System, including all sewage and urban runoff diversions from RAI4, is subject to advanced source control requirements to limit substances that would tender the sewage unsuitable for subsequent indirect potable reuse;and WHEREAS, IRWD is prohibited from bringing sewage into OCSD's service area that may reach OCSD's facilities, directly or indirectly,without OCSD authorization; and WHEREAS, IRWD's service territory also includes areas that discharge sewage to IRWD's Los Alisos Water Recycling Plant("LAWRP")and/or other treatment facilities, as depicted in Exhibit"A,"attached hereto and incorporated herein by this reference(the "Los Alisos Area"); and 2 12133973 WHEREAS, IRWD currently is not authorized to discharge from LAW"to MWRP via the San Diego Creek Interceptor Sewer, since this flow originates from outside of OCSD's service area; and WHEREAS, more particularly,the Los Alisos Area includes the following subareas, depicted in Exhibit"A,"attached hereto and incorporated herein by this reference: • Portion of Portola Hills("Area I")—flows were delivered by a lift station to Santa Margarita Water District's Chiquita Water Recycling Plant. IRWD has removed the lift station and constructed a gravity sewer that conveys Area 1 flows to MWRP; • Portion of Baker Ranch("Area 2")—when Area 2 is developed, flows from a portion of the area will be tributary to MWRP, and flows from the remainder will be tributary to LAWRP; • The former Los Alisos Water District(LAWD) service area,consolidated with IRWD on December 31, 2000,with IRWD as the consolidated successor district, ("Area 3")—flows are tributary to LAWRP,but could also be delivered to MWRP with system modifications;and WHEREAS,Areas 1, 2 and 3 of the Los Alisos Area are located outside of, but in close proximity to,the jurisdictional boundary of OCSD,and to provide for discharge capability from areas outside the OCSD boundary to RA14, an out-of-area service agreement is required between IRWD and OCSD;and WHEREAS, OCSD and IRWD intend to set forth the terms and conditions for an out-of- area service agreement that will initially cover Areas I and 2 (referred to hereafter as the "Included Area"); and WHEREAS, IRWD does not intend to send sewage,treated sewage or solids from Area 3 to MWRP,or by extension to OCSD facilities at this time;and WHEREAS, because the flows to RA14 from the Included Area, as measured through the 3 1213397.3 Main Street Flume as sewage or diverted solids,constitute flows that are tributary to MWRP, the Parties have determined that the formula adjustment of flows to highest-four-months, specified in the RA14 Agreements for purposes of calculating IRWD's annual integration adjustment and CORF-sharing allocation, shall be applicable to flows from the Included Area conveyed to the RA14 and OCSD regional collection, treatment and disposal facilities; AGREEMENT NOW,THEREFORE, in consideration of the mutual promises set forth herein, the parties hereto agree as follows: Section 1: Out of Area Service. OCSD and IRWD agree that the Included Area shall receive out-of-area service from OCSD under the terms and conditions of this Agreement. At the effective date of this Agreement, the Included Area shall consist of Area 1 and Area 2 only. Area 3 is specifically excluded from this Agreement at this time and flows from Area 3 will not be allowed to be conveyed to RA14 or by extension to MWRP as these flows of sewage and sludge would be tributary to OCSD. Section 2: Delivery to RA14 and OCSD. OCSD agrees to IRWD's connection of its sewage collection systems serving the Included Area to IRWD's trunk sewer system having the capability of delivering flows to RA14 and OCSD facilities for conveyance, treatment and disposal. Section 3: Addition of Included Areas Flows to RA14 Flows. For purposes of determining the RA 14 share of the OCSD CORF and operation and maintenance costs, RA 14 will be charged for flows and/or solids delivered from the Included Area to OCSD's regional trunk sewer system in the same manner as for other RA14 flows measured at the Main Street Flume, pursuant to the RA14 Agreements. This flow information shall be displayed via the 4 1213387.3 Monthly Gallonage Summary Report that is generated by OCSD. Section 4: Inclusion in RA14 Cost Sharing To Be In Lieu of OCSD Charges. In consideration of the application of the funding obligations with respect to the Los Alisos Area flows as described in Section 2,no capital facilities charges, connection charges or other charges shall be owed to OCSD for the Included Area. Section 5: Industrial Waste Monitoring. The parties agree that Area 1 and 2 shall, upon becoming an Included Area, be subject to the Memorandum of Understanding between County Sanitation District No. 14 of Orange County, California and Irvine Ranch Water District Governing Industrial Waste Program Administration, dated February 11, 1987. All Class 1, Class 2, Urban Runoff, and Special Purpose Dischargers shall obtain permits from OCSD per OCSD Ordinance 48,which may be amended from time to time. IRWD and OCSD shall bring the Included Area into permit compliance within 120 days of the effective date of this Agreement. All OCSD permit fees and charges shall be billed to IRWD as any RA14 permit would be billed. IRWD shall collect any user fees directly from customers. Section 6: Termination. This agreement shall terminate three years after the effective date. This term will allow for the lawful conveyance of sewage from the Included Area while the Parties work to agree on a longer-term plan for the service provision to the Los Alisos Area. The Parties acknowledge their mutual intention that the longer-term plan will be implemented by seeking annexation of the Included Area to OCSD,along with OCSD's administrative inclusion of the Included Area in RA14. The Parties agree to work diligently and in good faith to pursue such actions as expeditiously as possible. IRWD agrees to serve as the applicant to the Local Agency Formation Commission for the annexation of the Included Area to OCSD. Section 7: Entire Agreement. This instrument contains the entire agreement between 5 1213397.3 the parties relating to the rights herein granted and the obligations herein assumed. IN WITNESS WHEREOF,this Agreement has been executed in duplicate in the names of the respective Districts by their duly authorized officers,effective as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By Gre oq . Seboum, PUS Chair Board of Directors By el A. L M Cle of card APPROVED AS TO FORM: BRADLEY R. HOGIN, DISTRICT COUN� By IRVINE RANCH WATER DISTRICT By /General M er ) By d—� e„ kot�s Cu Secretary APPROVED AS TO FORM: BOWIE,ARNESON, WILES&GIANNONE By 6 1213387.3 the parties relating to the rights herein granted and the obligations herein assumed. IN WITNESS WHEREOF,this Agreement has been executed in duplicate in the names of the respective Districts by their duly authorized officers, effective as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By Gre orI .Seboum,PLS Chair Board of Directors By e A. M L� d& I�- Cl of V oard APPROVED AS TO FORM: Alk� — BRADLEY R. HOGIN, DISTRICT COUNSEj. / IRVINE R. By ,/�S a+\ " ,,, By �} I n Sec: I ^ _ APPROVED AS TO FORM: BOWIE,ARNESON, n „ L C: WILES&G gay 13 , B 1u y l �� C ! ca " ' 6 ��• L,t•sl; 3389.3 .`� O IRWD GgNTIAGO CANYON Outut of Area �.� Service Agreement IRWD Los Alisos Area AXi12017 Area.3 V Area 1 / 00 w PORTOLA O�ystP MpP CLiO y�SSP ae r S A . 2 OIVMPIAD c A O? �O N Area 3 € e ° o� I F° �NF II T I TOLE00 � \ BARRgryc y� NAM° H � Legend / - Sewer Service Area Mp ° R�NOG _ Area 1 -Portola Hills ® Area 2-Baker Ranch — Area 3-IRWD/SOCWA — Area 3-TCWD/SOCWA ROD ggE�G IRWD/OCSD SOT IRVINE GENTEP �- AVEN1 ADEIq GARLOT +�s 0 0.3 0.6 9 Milos x�w....a�c� �n�n.,cra occo_o.wa..s.m®LLr_ocso_-7m .,...d STEERING COMMITTEE Meeting Date TOBd.of Dir. 06/27/18 06/27/18 AGENDA REPORT Item Number Item Numbe 3 19 Orange County sanitation District FROM: James D. Herberg, General Manager SUBJECT: GENERAL MANAGER'S FY 2017-2018 WORK PLAN YEAR-END UPDATE GENERAL MANAGER'S RECOMMENDATION Receive and File the General Manager's FY 2017-2018 Work Plan Year-End Update. BACKGROUND Each year, the General Manager prepares a work plan of activities supporting Orange County Sanitation District's strategic goals and initiatives to be accomplished during the fiscal year. The General Manager's FY 2017-2018 work plan was reviewed with the Steering Committee in September 2017 and a mid-year update was provided in January 2018. Attached is the year-end update for the General Manager's FY 2017-2018 work plan. RELEVANT STANDARDS • Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard • Plan for and execute succession, minimizing vacant position times • Cultivate a highly qualified, well-trained, and diverse workforce • Maintain and adhere to appropriate internal planning documents (Biosolids, Odor, and Energy Master Plans) • Use practical and effective means for resource recovery PRIOR COMMITTEE/BOARD ACTIONS September 2017 — Board of Directors received and filed the General Manager's FY 2017-2018 Work Plan. January 2018 — Board of Directors received and filed the mid-year update of the General Manager's FY 2017-2018 Work Plan. ADDITIONAL INFORMATION The General Managers work plan includes goals for the fiscal year. All items in the work plan were successfully put into motion and a majority completed. Page 1 d 2 FINANCIAL CONSIDERATIONS All items included in the General Manager's Work Plan were budgeted in the FY 2017-2018 Budget. ATTACHMENT The following attachment(s) are included in hard copy and may also he viewed on-line at the OCSD wehsite (www.ocsd.coml with the complete agenda package: • General Manager's FY 2017-2018 Work Plan Year-End Update • General Manager's Work Plan FY 2017-2018 Year-End Update Presentation Page 2 of 2 s� ORANGE COUNTY SANITATION DISTRICT Memorandum June 19,2018 TO: Chairman and Members of the Board of Directors FROM: James D. Herberg, General Manager SUBJECT: Fiscal Year 2017-2018 General Manager's Work Plan Year-End Update I am pleased to present the year-end update for my Fiscal Year 2017-18 work plan.The work plan includes fourteen goals organized under five focus areas including safety and security,succession planning,resource recovery, reliability and operational resiliency. The work plan was reviewed with the Steering Committee in September 2017 and a mid-year update was provided in January 2018. 1. Safety and Security • Cyber Security:Continue efforts started in FY 2016-17 to increase investment in resources to thwart any threats and ensure operational continuity and reliability. • Implement findings of consultant report on cyber-security risks. • Build/maintain bench of qualified IT cyber-security staff. • Replace outdated switches in the industrial control system (ICS) network that are unable to support the newer,more secure,communication protocols. UPDATE:Staff completed the purchase and implementation of a software system to audit file sharing in the Industrial Control System (ICS) network as well as increase the security of all engineering laptops. Staff will continue to work with the Process Control Integration (PCI) team on restricting internal/ICS traffic flows. The teams will continue researching and evaluating solutions to provide better visibility of ICS devices and when changes occur on the network. A proof of concept/pilot was completed and staff are exploring options based on the results of the pilot. Staff also continue to address the growth of cyber security threats by building and maintaining a bench of qualified cyber-security staff. This year,we increased Cyber Security staff, adding an additional staff member to strengthen the overall cyber security and reliability of our organization by protecting critical business assets. We also participate in local organizations like the SCAP Cybersecurity Committee and Water Sector Cyber Threat Briefings by WaterISAC. The Department of Homeland Security audit identified twelve switches that have been classified as"end of life" by the manufacturer and have a severe security vulnerability. Staff ordered and replaced the Cisco replacement switches. • Safety Engineering Solutions and Physical Site Security: Continue the Safety Improvement Project efforts and implement physical site security enhancements as needed to ensure all facilities remain secure. UPDATE: The Safety Improvement Project efforts that were grouped into 11 construction projects are in various phases of completion.Three packages are in the construction phase, one package is in the bid and award phase,four packages are in the design phase, and three packages are in the preliminary design phase. Plant No. 1 site security upgrades are in the preliminary design phase.One Plant No.2 security project is in the construction phase. • Voluntary Protection Plan (VPP)Certification: Complete a full review and audit of all Safety and Health policies and implement the new safety software module. Conduct a third-party VPP readiness assessment and draft a VPP implementation plan by June 2018. UPDATE: The new Medgate/Cority Safety Management software module is being implemented and will go live in July 2018.The VPP assessment will be conducted during the 0 quarter of the calendar year and all safety policies will be reviewed and updated during that time as well. 2. Succession Planning • Workforce Planning and Development:Implement changes to the recruitment and selection process that continue to decrease time-to-fill. Deploy semi-annual workforce vulnerability assessments to all departments so that they can identify vulnerable positions and leverage existing technologies to provide the organization with tools to develop and manage key talent and talent loss due to retirements. COMPLETE: Human Resources continues to look for efficiencies in the recruitment and selection process to reduce time to fill, without compromising the caliber of candidates. In the past year, changes to the process have included same-day technical assessment and fit interviews,the use of eligibility lists,in-house assessment scoring,and the posting of positions by job family to capture more qualified applicants for other vacant positions for which they may be qualified. Human Resources staff also conducted meetings with all Department Heads Page 2 in January 2018 to discuss the positions that were identified as vulnerable and provided insight as to where succession management efforts should be focused. The results of these meetings were summarized and presented to the General Manager. In this process, Human Resources also worked with the Department Heads on their respective department's staffing priorities and needs, in preparation for the budget process. This effort is ongoing and will continue in the same format for the foreseeable future. • Staffing Study:Conduct a comprehensive staffing study that identifies required staffing levels and opportunitiesto improve organizational of iciencyand effectiveness. Develop the scopes of work with all internal stakeholders for the studies and have the consultant(s) procured by June 2018. UPDATE: Human Resources staff finalized the scope of work in April 2018. During Management review of the scope of work it was decided that an Operational Study would be conducted prior to the Staffing Study. It is anticipated that the Operational Study,which will be led by the Operations & Maintenance Department, will take approximately 18-months. Upon completion of the Operational Study, Management will determine whether to move forward with the Staffing Study as proposed. 3. Resource Recovery • Food Waste:Issue a request for proposal (RFP)for a Professional Design Services Agreement for the Interim Food Waste Receiving Facility Project. COMPLETE:The RFP for Professional Design Services Agreement for the interim Food Waste Receiving Facility Project was issued in May 2018. 4. Reliability • New Electrical Safety Standards and Lubrication Program: 1) Develop a plan and schedule to begin implementation of changes to the preventative maintenance program, including identifying labor and resource needs for the electrical distribution system based upon new electrical safety standards and for legacy assets not currently in the new maintenance management system (MAXIMO). 2) Develop a program and schedule for implementing a comprehensive machinery lubrication and oil analysis program for rotating equipment. COMPLETE: 1) Staff identified Preventative Maintenance (PM) and Job Plan gaps and developed new Job Plans based on new standards. Staff prepared an estimate of resource impacts and a Scope of Work(SOW)for external resources required for additional testing and preventative maintenance,and additional predictive maintenance (PdM) procedures for the Page 3 electrical distribution systems based on industry and safety standards.The plan and schedule are complete. Labor and resource assessments have been completed. New NFPA70B job plan templates for the electrical equipment preventative maintenance tasks is complete. Identified legacy assets have been added to Maximo. Staff has started implementation of changes to the PMs for the electrical distribution equipment based on the new NFPA70B standards. 2)Staff developed a Scope of Work for an RFP to select a consultant to conduct a Lubrication Study to develop recommendations for a District-wide lubrication program. The lubrication assessment study was completed. The consultant delivered the report and implementation plan in May 2018. The implementation roadmap is complete. Based on this roadmap, staff will start the implementation of the lubrication program next fiscal year. • Fleet Business Plan: Recommend a Fleet Business Plan to the Board of Directors that will include replacement policy recommendations considering regulatory requirements, green fleet criteria and fleet best practices. COMPLETE: The consultant completed a review of the current inventory and business practices including a list of business recommendations and a fleet vehicle make-up and alternative fuel strategy. A final current-state ("as is") report was submitted to fleet operations. Final recommendations were received in May 2018. • Operational Resiliency: Finalize an agency-wide Continuity of Operations Plan that identifies the most critical business and operational functions that ensure the Sanitation District remains operational during a major disaster and/or emergency.Present the findings and plan to the Board of Directors no later than May 2018. COMPLETE:The initial Continuity of Operations Plan (COOP)was developed with all divisions completing their plans. OCSD's consultant graded each division's COOP, and each division successfully passed. The average grade was 97 out of 100. Business continuity planning is an ongoing process with plans being updated as information changes. • Seismic: Continue the seismic study of OCSD's Plant Facilities, completing the sub-surface exploratory work and engineering analysis to develop strategies to mitigate seismic vulnerabilities. UPDATE:The seismic study of OCSD's Plant Facilities is underway.The Subsurface exploratory work and Tier 1 structural evaluations are complete. Page 4 5. Operational Optimization • Rates: Complete a comprehensive rate study to determine the proper allocation of costs among user types and a recommended future rate plan including Capital Facilities Capacity Charges and Industrial User Charges. Present a 5-year rate program for residential, commercial,and industrial users for Board consideration in April 2018. COMPLETE:The Rate Study was completed and presented to the Administration Committee and Board in December 2017. Notices were issued to parcel owners regarding the new rate program and the new rate plan was adopted by the Board in March 2018. • OCSD Headquarters Building: Complete the Final Concept Design for the Headquarters Complex. Complete the Preliminary Design and begin Detailed Design for the Ward and Garfield Perimeter Improvements. COMPLETE:The Final Concept for the Headquarters building was selected in April 2018 and Preliminary design for Southwest Preliminary Design Report was completed in January 2018. • Dental Amalgam Rule: Create oversight program to implement new federal dental amalgam rule by June 30,2018. COMPLETE: The oversight program has been implemented. A Dental Office Point Source Category website was created with FAgs. Professional groups were contacted for stakeholder feedback, and initial notification letters were mailed out to local dental offices. Dental offices within OCSD's service area have begun the process of submitting Compliance Reports using OCSD's online process. • National Laboratory Certification: Implement laboratory procedures and corrective measures in response to national laboratory certification audit and obtain final certification COMPLETE: OCSD's laboratory was granted full National Environmental Laboratory Accreditation after an extensive application process and on-site audit of all analytical standards and procedures in November 2017. Page 5 Mm MMI GENERAL MANAGER'S WORK PLAN Fiscal Year 2017-2018 Year-End Update General Manager's Work Plan Safety and Security • Industrial Control System Network Software Updated • Added Cyber Security Staff • Eleven Safety Improvement Projects Underway • New Safety Management Software Installed Succession Planning • New AGM Structure in Place • Streamlined Recruitment and Selection Process • Departmental Succession Plans Completed • Plan to Conduct Operational Study Resource Recovery Interim Food Waste Receiving Facility Project RFP Issued General Manager's Work Plan Reliability • New Job Plans Developed Based on New Electrical Safety Standards • Legacy Assets Added to Computerized Maintenance Management System (Maximo) • Lubrication Assessment Study Completed • Continuity of Operations Plan Completed • Seismic Study of OCSD's Plant Facilities Underway Operational Optimization Rate Study and New Five Year Rate Plan in Place Headquarters Building Revised Concept and Design Report New Dental Amalgam Oversight Program Completed Laboratory Accreditation Complete STEERING COMMITTEE Meeting Date TOBd.of Dir. 06/27/18 06/27/18 AGENDA REPORT emNumber Item Number 4 20 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Robert P. Ghirelli, Assistant General Manager SUBJECT: TITLE XVI BUREAU OF RECLAMATION FUNDING OPPORTUNITY FOR EFFLUENT REUSE PROJECT UNDER THE WATER INFRASTRUCTURE IMPROVEMENTS FOR THE NATION (WIIN) ACT GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 18-11 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District approving and authorizing the grant application for the Title XVI Water Recycling Projects under the Water Infrastructure Improvements for the Nation (WIIN) Act including Orange County Sanitation District's Effluent Reuse Project; and the Execution of Grant Documents with the United States Department of the Interior, Bureau of Reclamation." BACKGROUND The Title XVI Water Reclamation and Reuse Projects funding opportunity allows for sponsors of water reclamation and reuse projects that are congressionally authorized or are eligible under section 4009(c) of the WIIN Act to request cost-shared funding for planning, design, and/or construction of those projects. Water reclamation and reuse projects provide improved efficiency, flexibility during water shortages, and diversifies the water supply. Reclamation is making up to $20 million available for those projects authorized under the WIIN Act and $34 million for the congressionally authorized Title XVI projects. The Orange County Sanitation District (Sanitation District) has been approved to receive a $1.325 million grant from the first round of funding through the Title XVI WIIN Program. The grant covers expenses incurred from July 2017 through September 30, 2019. The grant will help fund the design of the Plant No. 2 Headworks Segregation Project (P2-122), which would increase the amount of water delivered to the Groundwater Replenishment System (GWRS). Currently, the Sanitation District will be applying for the second round of funding for Project No. P2-122, which would cover expenses that are incurred from October 1, 2019 through September 30, 2020. RELEVANT STANDARDS • Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard Page 1 of 2 • Use all practical and effective means for resource recovery Maintain collaborative and cooperative relationships with regulators, stakeholders, and neighboring communities PROBLEM Due to the regulations, as laid out by the Bureau of Reclamation, the Sanitation District must submit a resolution with our application otherwise it will become null and void and we will have lost the opportunity to receive funding for the final expansion of the GWRS. PROPOSED SOLUTION Approve the resolution naming the Sanitation District as a strategic partner in the expansion of the GWRS and the completion of Project No. P2-122. TIMING CONCERNS The grant is due to the Bureau of Reclamation on July 27, 2018. According to the rules and regulations set forth by the Bureau, an approved/signed resolution must be submitted with the grant proposal. RAMIFICATIONS OF NOT TAKING ACTION Our application for the grant would not be accepted and we would not receive the funding to offset the costs of the GWRS expansion. PRIOR COMMITTEE/BOARD ACTIONS July 2017 -Approved Resolution No. OCSD 17-12 authorizing the Title XVI WIIN Grant. ADDITIONAL INFORMATION N/A CEQA N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s)is included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Resolution No. OCSD 18-11 Page 2 d 2 RESOLUTION NO. OCSD 18-11 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT APPROVING AND AUTHORIZING THE GRANT APPLICATION FOR THE TITLE XVI WATER RECYCLING PROJECTS UNDER THE WATER INFRASTRUCTURE IMPROVEMENTS FOR THE NATION (WIIN) ACT INCLUDING ORANGE COUNTY SANITATION DISTRICT'S EFFLUENT REUSE PROJECT; AND THE EXECUTION OF GRANT DOCUMENTS WITH THE UNITED STATES DEPARTMENT OF THE INTERIOR, BUREAU OF RECLAMATION WHEREAS, The Board of Directors approved a five-year Strategic Plan in November 2013 establishing future water recycling as a strategic goal; and WHEREAS, in furtherance of the Strategic Plan, the Sanitation District conducted an Effluent Reuse Study (SP-173)to assess the feasibility of water recycling at Plant No. 2 and to evaluate options to improve the region's local water supply reliability by substituting recycled water for existing potable water demands; and WHEREAS, the U.S. Department of the Interior, Bureau of Reclamation, has announced the second-round grant funding through a program entitled "Title XVI Water Recycling Projects Under WIIN Act" ("Grant") established under Title XVI of Public Law No. 114-322 to assist in identifying and investigating opportunities to reclaim and reuse wastewater and promote the availability of new sources of clean water while promoting water and energy efficiency and environmental stewardship; and WHEREAS, this resolution certifies the Board of Directors' approval of the Sanitation District's application for grant funding for the Grant. NOW, THEREFORE, the Board of Directors of Orange County Sanitation District DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section 1: The Board of Directors hereby approves the Sanitation District's application for a Grant to the United States Department of the Interior, Bureau of Reclamation, in response to funding opportunity announcement BOR—DO-1 8-FO1 1 to support projects identified by the SP-173 Effluent Reuse Study, support water reclamation and reuse, and promote water efficiency, sustainable water management, and environmental stewardship. Section 2: The Board of Directors authorizes the General Manager or his designee to submit an application for the Grant and to negotiate and execute any documents related to this Grant, including a grant application and cooperative agreement, to accept financial assistance from the U.S. Department of the Interior, Bureau of Reclamation. OCSD 18-11-1 Section 3. If the application for the Grant is approved, the Sanitation District has the capability to provide matching grant funds and/or in-kind contributions specified in the grant requirements. Section 4. The Sanitation District will work with the U.S. Department of the Interior, Bureau of Reclamation, to meet established deadlines for entering into a cooperative agreement. PASSED AND ADOPTED at a regular meeting of the Board of Directors held June 27, 2018. Gregory C. Sebourn, PLS Chairman of the Board ATTEST: Kelly A. Lore, MMC Clerk of the Board OCSD 18-11-2 STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 18-11 was passed and adopted at a regular meeting of said Board on the 2711 day of June 2018, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 27'h day of June 2018. Kelly A. Lore, MMC Clerk of the Board of Directors Orange County Sanitation District OCSD 18-11-3 ITEM NO. FC-1 Orange County Sanitation District Financing Corporation BOARD MEETING MINUTES June 28, 2017 O N�V 3 N TgT�o,Y _ U 9 c F Cri l�NG H ENV�Q� Administration Building 10844 Ellis Avenue Fountain Valley, California 92708-7018 TELECONFERENCE LOCATION: 96 Fishermans Wharf #1 Monterey, California 93940 (831) 372-2203 06/28/2017 Minutes of Financing Coryoratbn Meeting Page 1 of 3 ORANGE COUNTY SANITATION DISTRICT FINANCING CORPORATION CALL TO ORDER: Chair Sebourn called the Board of Directors, Orange County Sanitation District Financing Corporation meeting to order at 6:40 p.m. Kelly Lore, Secretary of the Financing Corporation,declared a quorum present as follows* ACTIVE DIRECTORS ALTERNATE DIRECTORS X Gregory Seboum, Chair Jesus Silva X Denise Barnes Lucille King Allan Bernstein X Chuck Puckett X Robert Collacott (via teleconference) Diana Fasoenelli X Ellery Deaton Sandra Massa-Lavitt A Barbara Delgleize Erik Peterson X James M. Ferryman Bob Ooten X Phil Hawkins Brooke Jones X Steven Jones Kits Beard X Peter Kim Gerard Goedhart X Al Krippner Charlie Nguyen X Richard Murphy Warren Kusumoto X Steve Nagel Cheryl Brothers X Glenn Parker Cecilia Hupp X Scott Peotter Brad Avery A Tim Shaw Michael Blazey X David Shawver Carol Warren X Fred Smith Virginia Vaughn X Teresa Smith Mark Murphy A Michelle Steel Shawn Nelson A Sal Tinajero David Benavides A Donald Wagner Lynn Schott X Chad Wanke Ward Smith X John Withers Douglas Reinhart X I Madellen Yarc Stacy Berry Kelly Lore, Secretary of the Financing Corporation, announced that the members of the Orange County Sanitation District Board of Directors are each being compensated $212.50 for the Board of Directors Meeting; there is no additional compensation for the Financing Corporation Meeting. OW&M17 Minutes of Finandng Corporation Meeting Page 2 013 APPROVAL OF MINUTES: FC-1. Hearing no corrections or amendments made, the minutes for the meeting held on December 14, 2016 were deemed approved as so ordered by the Chair. INFORMATION ITEM: Director of Finance&Administrative Services Lorenzo Tyner provided a brief overview of the item. FC-2. Hearing no objections, the Annual Status Report of the Orange County Sanitation District Financing Corporation was received and filed. Chair Sebourn adjourned the meeting of the Board of Directors, Orange County Sanitation District Financing Corporation at 6:43 p.m. ADJOURNMENT: Chair Sebourn adjourned the meeting of the Board of Directors, Orange County Sanitation District Financing Corporation at 6:43 p.m. Submitted by: ell AVathe Se etFinan ing Corporation 062812017 Minutes of Financing Corporation Meeting Page 3 of 3 BOARD OF DIRECTORS Meeting Date ToBd.ofDir. -- 06/27/1a AGENDA REPORT em Number Iem Number FC-0202 Orange County Sanitation District Financing Corporation FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: ANNUAL STATUS REPORT OF THE ORANGE COUNTY SANITATION DISTRICT FINANCING CORPORATION GENERAL MANAGER'S RECOMMENDATION Receive and File the Annual Status Report of the Orange County Sanitation District Financing Corporation. BACKGROUND Per Section 2.05 of the Orange County Sanitation District (Sanitation District) Financing Corporation, the Board of Directors will conduct at least one annual meeting where staff shall provide an activity report and conduct other business as necessary. As of June 30, 2018, the Sanitation District had approximately $1 billion in outstanding debt that is scheduled to be completely paid off prior to June 30, 2044. The Sanitation District did not issue any new money debt during the 2017-18 Fiscal Year and no new money debt issuances are planned for the 2018-19 Fiscal Year. A summary of the Sanitation District debt history is provided later in this agenda report. RELEVANT STANDARDS • Ensure the public's money is wisely spent • Ensure that investment management is based on clearly defined standards • Sound financial management, complying with local, state and federal laws • Produce appropriate financial reporting PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The Sanitation District began issuing Certificates of Participation (COPS) in 1990. These COPS were a part of the long-term financing plan that included both variable interest rate and traditional fixed rate borrowing. Following are the current outstanding debt issues of the Sanitation District: Page 1 of 3 Outstanding Debt History In May 2009, the Sanitation District issued $200 million of fixed rate COPS, Series 2009A at a true interest cost of 4.72 percent for the issue. $5 Million Outstanding In May 2010, the Sanitation District issued $80.0 million of fixed rate Build America Bonds (BABs), Series 2010A at a true interest cost of 3.68 percent for the issue. $80 Million Outstanding In December 2010, the Sanitation District issued $157 million of fixed rate BABS, Series 2010C at a true interest cost of 4.11 percent for the issue. $157 Million Outstanding In October 2011, the Sanitation District issued $148 million of fixed rate COPs, Series 2011A refunding a portion of the Series 2000 variable rate debt and a portion of the Series 2003 fixed rate debt. The true interest cost for the issue is 2.61 percent. $75 Million Outstanding In March 2012, the Sanitation District issued $101 million of fixed rate COPS, Series 2012A refunding the Series 2003 fixed rate debt. The true interest cost for the issue is 3.54 percent. $101 Million Outstanding In August2012,the Sanitation District issued $66 million of fixed rate COPS, Series 2012B refunding the Series 2000 variable rate debt. The true interest cost for the issue is 1.50 percent. $66 Million Outstanding. With the issuance of Series 2012B, there remains no variable interest rate COPs at the Sanitation District. In August 2014, the Sanitation District issued $85 million of fixed rate COPS, Series 2014A, refunding a portion of Series 2007E debt. The true interest cost for the issue is 2.34 percent. $78 Million Outstanding In February 2015, the Sanitation District issued $128 million of fixed rate COPs, Series 2015A, refunding $152,990,000 of the Series 2007E debt. The true interest cost for the issue is 3.30 percent. $128 Million Outstanding In March 2016, the Sanitation District issued $146 million of fixed rate certificate anticipation notes (CANS), Series 2016A, refunding a portion of the Series 2009A. The true interest cost for the issue is 3.02 percent. $146 Million Outstanding In November 2016, the Sanitation District issued $110 million of fixed rate CANS, Series 2016B, refunding the Series 2014B CANs. The true interest cost for the issue is 0.87 percent. $110 Million Outstanding In February 2017, the Sanitation District issued $66 million of fixed rate COPS, Series 2017A, refunding $92 million of the Series 2007A debt. The true interest cost for this issue is 2.55 percent. $66 Million Outstanding Page 2 of 3 FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (Mmocsdxom) with the complete agenda package: N/A Page 3 of 3 ADMINISTRATION COMMITTEE Meeting Date TOBd.of Dir. 06/13/18 06/27/1a AGENDA REPORT emNumber Item Number 6 21 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: PROPOSED FY 2018-19 AND 2019-20 BUDGET GENERAL MANAGER'S RECOMMENDATION Approve proposed Operating, Capital, Debt/COP Service, and Self-Insurance Budgets for FY 2018-19 and 2019-20 as follows: 2018-19 2019-20 Net Operations, Maintenance &Working Capital $161,173,160 $160,204,370 Worker's Compensation Self Insurance 760,000 780,000 General Liability and Property Self-Insurance 1,700,000 1,750,000 Net Capital Improvement Program 174,541,876 137,027,258 Debt/COP Service 80,464,000 79,956,000 Intra-District Joint Equity Purchase/Sale(') 3,700,000 3,500,000 TOTAL S 422.339.036 S 383.217.628 (')Cash to/from Revenue Area 14 (RA14) in exchange for capital assets to/from Consolidated Revenue Area 15 (RA15). BACKGROUND The FY 2018-19 and 2019-20 Proposed Budget is enclosed for the Committee's consideration. The Budget has been presented to the Operations Committee at the regular June meeting in orderto allow each Standing Committee an opportunity to review the proposal prior to the June Board meeting. Although each Committee has had an opportunity to review the proposal, it remains the responsibility of the Administration Committee to recommend approval. The Administration Committee is requested to recommend that the Board of Directors approve this budget at the June 27, 2018 Board meeting. RELEVANT STANDARDS • Produce Operations and CIP budgets every two years with annual update Page 1 d 2 PROBLEM The Orange County Sanitation District (Sanitation District) cannot maintain and monitor its financial condition, operations, and future capital improvements without examination and transparency into its resources, revenues, reserves, and outlays. PROPOSED SOLUTION Providing the Board of Directors with an understanding of the Sanitation District's resources will assist in the approval of the proposed two-year budget. TIMING CONCERNS The proposed two-year budget, effective July 1 of this year,will be finalized and presented to the Board for adoption in June. RAMIFICATIONS OF NOT TAKING ACTION The Sanitation District will not be able to carry out its financial fiduciary duties beyond June 30, 2018. ADDITIONAL INFORMATION The second year of the two-year budget is being proposed at $383 million, or approximately $39 million less than the first year proposed amount of $422. This reduction is primarily due to the 2018-19 and 2019-20 cashflow requirements of the Sanitation District's Capital Improvement Program, $175 million and $137 million, respectively. ATTACHMENTS The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: • Proposed FY 2018-19 and 2019-20 Executive Budget Summary (separate document) • Proposed FY 2018-19 and 2019-20 Budget (separate document) • PowerPoint presentation Page 2 of 2 Proposed Budget Summary Fiscal Years 2018- 19 and 2019-20 or OJ �Y SAN I)gfay Presenter: Lorenzo Tyner Director of Finance & Administrative Services 9� �2 rNC THE <NS\Q Budget Presentations December — Facilities Master Plan December — Independent Rate Study February — Budget Assumptions March — Rate Presentation March — District Revenues April — Budget Workshop May — Capital Improvement Program June — Budget Overview .4 Proposed Budget Summary Revenues FY 18-19 FY 19-20 Fees and Charges $350 M (74%) $354 M (74%) Property Taxes $ 100 M (21%) $104 M (22%) Interest/Other $ 21 M ( 5%) $ 20 M ( 4%) Total Revenues ,,�, � ,., $478 M Outlays FY 18-19 FY 19-20 Net CIP/RRR $175 M (42%) $137 M (36%) Operating $161 M (38%) $160 M (42%) Debt Service $ 80 M ( 19%) $ 80 M (21%) Other $ 6 M ( 1%) $ 6 M ( 1%) ` "" Total Outlays $422 M $383 M Major Revenue Components Include Fees/Charges and General Income Other Fees & CD Property $21 M % $35 x y Taxes 5% 74 $104 M 22% Property Taxes $100 M Fees & Charges ocher 21 % $354 M $4 M �io 74% Proposed Revenues Proposed Revenues FY 18-19 = $471 Million FY 19-20 = $478 Million s� low Most OCSD Revenue is Related to User Fees Proposed FY 18-19 FY 19-20 General User Fees $ 318 M $ 321 M Permit User Fees $ 18 M $ 19 M Capital Facilities Capacity Charges $ 14 M $ 14 M Total Fees & Charges $ 350 M $ 354 M Comparison of Single Family Residential Rates (July 2017) $900 93 $800 $700 t $600 L d a $500 L o $400 $331 $300 $200 $163 . $100 $0 Property Tax Revenue will Rise with the Continuing Economic Recovery Proposed FY 18-19 FY 19-20 Property Tax Revenue $ 100 M $ 104 M Interest Revenue $ 7 M $ 7 M Other $ 14 M $ 13 M Total General Income $ 121 M $ 124 M OCSD Outlay Categories Proposed FY 18-19 FY 19-20 Net Capital Improvement/RRR $ 175 M $ 137 M Operating Expense $ 161 M $ 160 M Debt Service $ 80 M $ 80 M Other $ 6 M $ 6 M Total Outlays $ 422 M $ 383 M 4 s� Proposed Operating Expense Summary FY 18-19 FY 19-20 Description Proposed Proposed Salaries and Wages $ 96.0 M $ 98.2 M Contractual Services 25.2 M 22. 1 M Repairs and Maintenance 21.7 M 19.3 M Operating Mat'Is & Supplies 15.8 M 18.9 M Utilities 7.4 M 9.0 M Professional Services 5.4 M 4.6 M Other 9.8 M 8.5 M Cost Allocation -20. 1 M -20.4 M Net Operating Requirements $161.2 M $160.2 M Biosolids Removal will decrease due to the Centrifuge Project Coming Online Proposed FY 18-19 FY 19-20 CONTRACTUAL SERVICES $ 25.2 $ 22.1 Solids Removal $ 16.2 $ 12.5 Security Services $ 1.6 $ 1.6 Temporary Services $ 1.4 $ 1.3 Cen. Gen. Engine Overhaul, Digester Cleaning, & Carbon Media Replacement are the Major Cost Components Proposed FY 18-19 FY 19-20 REPAIRS & MAINTANCE $ 21.7 $ 19.3 Services $ 11. 1 $ 8.9 Materials & Services $ 7.3 $ 7.0 Service Agreements $ 3.3 $ 3.5 Chemicals Represent 85% of OCSD'S Operating Materials and Supplies Expenses Proposed FY 18-19 FY 19-20 OPER. MATIS & SUPP $ 15.8 $ 18.9 Odor Control $ 7. 1 $ 7.4 Chemical Coagulants $ 5.5 $ 8.4 Other Chemicals $ 0.6 $ 0.6 Other $ 2.6 $ 2.5 Power Costs are Expected to Increase due to Centrifuge Project Coming Online Proposed FY 18-19 FY 19-20 UTILITIES $ 7.4 $ 9.0 Power $ 5.7 $ 7.3 Water $ 0.6 $ 0.6 Natural Gas $ 0.6 $ 0.6 Telephone $ 0.5 $ 0.5 Departmental Operating Summary FY 18-19 FY 19-20 FY 18-19 FY 19-20 Department Budget Budget FTEs FTEs General Manager $ 4.6 M $ 4.6 M 14 14 Human Resources 8.3 M 9.0 M 27 27 Administrative Services 21.0 M 19.5 M 100 100 Environmental Services 18.0 M 18.4 M 91 91 Engineering 3.8 M 3.9 M 116 116 Operations/Maintenance 105.5 M 104.8 M 288 288 Total $161.2 M $160.2 M 636 636 4 s� 0 Salaries and Benefits Represent less than 25% of the Total Budget Forecast Capital Improvement $ 175 M Operating Expenses $ 161 M Debt Service/Other $ 86 M Total Expenditures $422 M Salaries and Benefits $ 98 M (23%) CIP Consists of Four Distinct Types Proposed FY 18-19 FY 19-20 Replacement/Rehabilitation $110 M $ 88 M Additional Capacity $ 25 M $ 17 M Strategic Initiatives $ 25 M $ 32 M Regulatory $ 18 M $ 12 M Total Outlays $ 178 M $ 149 M Cashflow Adjustment ( $3 M) ( $12 M) Total Projected $ 175 M $ 137 M CIP Program Ten-Year Annual Outlays (in millions) $400 $378 $350Y$217 $300 $312 $259 $250 $200 $1 $184 210 $1 $150 $149 $100 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25 2025-26 2026-27 2027-28 �4 No Additional Debt Issuances are Planned $loom OUTSTANDING DEBT $1,200 $1,000 $am $600 $400 $200 2015 2020 2025 2030 2035 2040 o �s n+` Questions ? d�. CLOSED SESSION 1 WOODRUFF SPRADIJN&SMART 555 ANTON BOVLCVAND, 6VIrZ 1200 COSTA MESA, CA 92626-7670 (714)558-7000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Board of Directors FROM: Bradley R. Hogin, Esq. General Counsel DATE: June 19, 2018 RE: Closed Session Items The Board of Directors will hold a closed session on June 27, 2018 for the purpose of conferring with its negotiators regarding the purchase of real property. The negotiating parties and properties are as follows: Valley Business Park,APN Nos. 156-165-05, 156-165-06, 156-163- 07; DK-USA LLC, APN No.156-165-04; Fountain Valley Industrial Parcel 13, APN No.156-165- 08; Sukut Real Properties LLC, APN Nos. 156-163-09, 156-163-10, 156-163-11; The Ins Trust Shabtai,Nevon,APN No. 156-163-16; The Ins Trust,APN No. 156-154-07; Fountain Valley Star LLC, APN No. 156-154-06; TN Sheet Metal Inc., APN No. 156-163-12; 18401 Bandilier LLC, APN No. 156-163-13; Phone Lilly Lin-Lin TR, APN No. 156-154-05; JDK Partners, APN No. 156-163-14; Chandler Real Properties, APN No. 156-163-15; Ellis Avenue LLC, APN No. 156- 154-04; and SFII Fountain Valley LLC, APN No. 156-151-03. The District's negotiators are Jim Herberg, Bob Ghirelli, Lorenzo Tyner, Rob Thompson, and Gary Weisberg. Said closed session will be held pursuant to authority of California Government Code Section 54956.8. Respectfully submitted, By. /J Bradle R. Hogin, 46eneral Counsel 1325044.1 WOODRUFF, SPRADllNeSMA1Ci CLOSED SESSION 2 555 ANION BOULEVARD, BUTTE 1200 COSTA M.s A, CA 92626-7670 (714)559-7000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Board of Directors FROM: Bradley R. Hogin, Esq. General Counsel DATE: June 19, 2018 RE: Closed Session Items The Board of Directors desires to hold a closed session on June 27, 2018 for the purpose of conferring with its legal counsel regarding existing litigation to which the District is a party. The title of the case is Wesley Bauer v. Orange County Sanitation District, Orange County Superior Court, Central Justice Center, Court Case No. 30-2017-00956252. The closed session will be held pursuant to the authority of California Government Code Section 54956.9(d)(1). Respectfully submitted, By AI'4' 6 Bradle R.Hogin, general Counsel 1325047.1 ORANGE COUNTY SANITATION DISTRICT COMMON ACRONYMS ACWA Association of California LAFCO Local Agency Formation RWQCB Regional Water Quality Water Agencies Commission Control Board APWA American Public Works LOS Level Of Service SARFPA Santa Ana River Flood Association Protection Agency AQMD Air Quality Management MGD Million Gallons Per Day SARI Santa Ana River District Interceptor ASCE American Society of Civil MOU Memorandum of SARWQCB Santa Ana Regional Water Engineers Understanding Quality Control Board BOD Biochemical Oxygen Demand NACWA National Association of Clean SAWPA Santa Ana Watershed Water Agencies Project Authority California Air Resources National Environmental Supervisory Control And CARB Board NEPA Policy Act SCADA Data Acquisition California Association of Non-Governmental Southern California CASA Sanitation Agencies NGOs Organizations SCAP Alliance of Publicly Owned Treatment Works CCTV Closed Circuit Television NPDES National Pollutant Discharge SCAQMD South Coast Air Quality Elimination System Management District CEQA California Environmental NWRI National Water Research SOCWA South Orange County Quality Act Institute Wastewater Authority CIP Capital Improvement O&M Operations&Maintenance SRF Clean Water State Program Revolving Fund California Regional Water Orange County Council of Sewer System CRWQCe Quality Control Board OCCOG Governments SSMP Management Plan CWA Clean Water Act OCHCA Orange County Health Care SSO Sanitary Sewer Overflow Agency California Water Environment Orange County Sanitation State Water Resources CWEA Association OCSD District SWRCe Control Board EIR Environmental Impact Report OCWD Orange County Water District TDS Total Dissolved Solids EMT Executive Management Team COBS Ocean Outfall Booster Station TMDL Total Maximum Daily Load EPA US Environmental Protection OSHA Occupational Safety and 7S5 Total Suspended Solids Agency Health Administration Professional Waste Discharge FOG Fats,Oils,and Grease PCSA Consultant/Construction WDR Wastee Discharge Services Agreement gpd gallons per day PDSA Professional Design Services WEE Water Environment Agreement Federation GWRS Groundwater Replenishment POTW Publicly Owned Treatment WERE Water Environment& System Works Reuse Foundation ICS Incident Command System ppm pans per million WIFIA Water Infrastructure Finance and Innovation Act Integrated Emergency Professional Services Water Infrastructure IERP Response Plan PSA Agreement WIIN Improvements for the Nation Act JPA Joint Powers Authority REP Request For Proposal WRDA Water Resources Develo ment Act ORANGE COUNTY SANITATION DISTRICT GLOSSARY OF TERMS ACTIVATED SLUDGE PROCESS—A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen and consume dissolved nutrients in the wastewater. BENTHOS —The community of organisms, such as sea stars, worms, and shrimp, which live on, in, or near the seabed, also known as the benthic zone. BIOCHEMICAL OXYGEN DEMAND (BOD)—The amount of oxygen used when organic matter undergoes decomposition by microorganisms.Testing for BOD is done to assess the amount of organic matter in water. BIOGAS—A gas that is produced by the action of anaerobic bacteria on organic waste matter in a digester tank that can be used as a fuel. BIOSOLIDS—Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farmland or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. CAPITAL IMPROVEMENT PROGRAM (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements,additional capacity, and projects for the support facilities. COLIFORM BACTERIA—A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere,used as indicators of sewage pollution. E.coli are the most common bacteria in wastewater. COLLECTIONS SYSTEM — In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. CERTIFICATE OF PARTICIPATION (COP)—A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. CONTAMINANTS OF POTENTIAL CONCERN (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. DILUTION TO THRESHOLD (Dfr)—The dilution at which the majority of people detect the odor becomes the D/T for that air sample. GREENHOUSE GASES (GHG)— In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming("greenhouse stil . GROUNDWATER REPLENISHMENT SYSTEM(GWRS)—Ajoint water reclamation project that proactively responds to Southern California's current and future water needs.This joint project between the Orange County Water District and the Orange County Sanitation District provides 70 million gallons per day of drinking quality water to replenish the local groundwater supply. LEVEL OF SERVICE(LOS)—Goals to support environmental and public expectations for performance. N-NITROSODIMETHYLAMINE (NDMA) — A N-nitrosamine suspected cancer causing agent. It has been found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. NATIONAL BIOSOLIDS PARTNERSHIP (NBP)—An alliance of the National Association of Clean Water Agencies and Water Environment Federation, with advisory support from the US Environmental Protection Agency. NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. PLUME—A visible or measurable concentration of discharge from a stationary source or fixed facility. PUBLICLY OWNED TREATMENT WORKS(POTW)—A municipal wastewater treatment plant. SANTA ANA RIVER INTERCEPTOR(SARI) LINE—A regional brine line designed to convey 30 million gallons per day of non- reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal,after treatment. SANITARY SEWER— Separate sewer systems specifically for the carrying of domestic and industrial wastewater. Combined sewers carry both wastewater and urban runoff. SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT (SCAQMD)—Regional regulatory agency that develops plans and regulations designed to achieve public health standards by reducing emissions from business and industry. SECONDARY TREATMENT— Biological wastewater treatment, particularly the activated sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater. SLUDGE—Untreated solid material created by the treatment of wastewater. TOTAL SUSPENDED SOLIDS(TSS)—The amount of solids floating and in suspension in wastewater. TRICKLING FILTER—A biological secondary treatment process in which bacteria and other microorganisms,growing as slime on the surface of rocks or plastic media,consume nutrients in wastewater as it trickles over them. URBAN RUNOFF—Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and oceans. WASTEWATER—Any water that enters the sanitary sewer. WATERSHED—A land area from which water drains to a particular water body.The Orange County Sanitation District's service area is in the Santa Ana River Watershed.