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HomeMy WebLinkAbout06-28-2017 Board Meeting ONLINE Agenda.pdf Orange County Sanitation District Wednesday, June 28, 2017 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 (714) 593-7433 AGENDA CALL TO ORDER INVOCATION AND PLEDGE OF ALLEGIANCE (Steve Nagel, City of Fountain Valley) 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 Chairman and are requested to limit comments to three minutes. SPECIAL PRESENTATIONS: Celeste Cantu, Santa Ana Watershed Project Authority (SAWPA) General Manager REPORTS: The Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Directors. These reports are for information only and require no action by the Directors. CONSENT CALENDAR: Consent Calendar Items are considered to be routine and will be enacted, by the Board of Directors, after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve the minutes of the Regular Board of Directors Meeting held on May 24, 2017. 0 6/2 812 01 7 OCSD Board of Diredore Agenda Page 1 of 10 2. REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND PAVING AREA, CONTRACT NO. P1-115B (Rob Thompson) RECOMMENDATION: A. Receive and file bid tabulation and recommendation; B. Award a construction contract to ODC Engineering and Technology for Rehabilitation of Fleet Services Building, Building 8 and Paving Area, Contract No. P1-115B, part of Title 24 Access Compliance and Building Rehabilitation, Project No. P1-115, for a total amount not to exceed $2,235,609; C. Approve a contingency of$223,563 (10%); and D. Approve a budget increase of$791,000 for Title 24 Access Compliance and Building Rehabilitation, Project No. P1-115, for a total budget amount of $18,400,000. 3. LANE CHANNEL CROSSING PROJECT— PROJECT NO. FE16-11 (Rob Thompson) RECOMMENDATION: A. Approve a Sole Source Professional Design and Construction Support Services Agreement with HDR Engineering, Inc. to provide engineering services for Lane Channel Crossing Project, Project No. FE16-11, for an amount not to exceed $131,939; and B. Approve a contingency of$13,194 (10%). 4. PLANT NO. 1 PRIMARY CLARIFIER REHABILITATION (Ed Torres) RECOMMENDATION: A. Approve a Purchase Order to Frost Company for the mechanical rehabilitation and overhaul of 10 Primary Clarifiers at Plant No. 1, in accordance with Section 1.07E of the Purchasing Ordinance No. OCSD-47, for a total not to exceed $385,000, plus applicable tax; and B. Approve a contingency of$ 77,000 (20%). 06/28/2017 OCSD Board of Diredom'Agenda Page 2 of 10 5. REQUEST FOR FUNDING — WASTEWATER FLOW & LOADING STUDY (Lorenzo Tyner) RECOMMENDATION: 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$83,600. RECEIVE AND FILE: These items require no action;and without objection, will be so ordered by the Board Chair. 6. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF MAY 2017 (Lorenzo Tyner) RECOMMENDATION: Receive and file the report of the Investment Transactions for the month of May 2017. 7. COMMITTEE MINUTES (Clerk of the Board) RECOMMENDATION: Receive and file the approved minutes of the following standing committees: A. Operations Committee Meeting of May 3, 2017 B. Legislative and Public Affairs Committee Meeting of May 8, 2017 C. Administration Committee Meeting of May 10, 2017 D. Steering Committee meeting of April 26, 2017 OPERATIONS COMMITTEE: 8. SEISMIC HAZARD EVALUATION AT PLANT NOS. 1 AND 2, PROJECT NO. PSIS-06 (Rob Thompson) RECOMMENDATION: A. Approve a Professional Services Agreement with Geosyntec Consultants to provide engineering services for the Seismic Hazard Evaluation at Plant Nos. 1 and 2, Project No. PS15-06, for an amount not to exceed $2,578,028; and B. Approve a contingency of$257,800 (10%). 06/28/2017 OCSD Board of Directors'Agenda Page 3 of 10 9. CENTRAL GENERATION ENGINES AUTOMATIC BALANCING ANALYZERS (Ed Torres) RECOMMENDATION: A. Approve a sole source purchase order to Windrock, Inc. for the purchase and installation of two Windrock Auto Balance analyzers, plus associated equipment, on two central generation engines, one at each plant, for a total amount not to exceed $501,376; and B. Approve a contingency of$50,137 (10%). 10. BIOSOLIDS MANAGEMENT CONTRACT RENEWAL — TULE RANCH (Jim Colston) RECOMMENDATION: A. Authorize the five-year contract renewal with Tule Ranch, Amendment No. 2, to manage Orange County Sanitation District's biosolids from Reclamation Plant No. 1 and Treatment Plant No. 2 for land application and/or landfill disposal (Specification No. S-2011-51313D), for the period commencing November 1, 2017 through October 31, 2022, for a unit price increase of $2.50, for a new unit price of$57 per ton, for a total estimated annual amount not to exceed $9,000,000; and B. Approve an aggregate annual unit price contingency of 5%. 11. 2017 AUDIT REPORT OF ORANGE COUNTY SANITATION DISTRICT SEWER SYSTEM MANAGEMENT PLAN (Jim Colston) RECOMMENDATION: Receive and file the Final WDR/SSMP Audit Report dated May 19, 2017. 12. SEWER SYSTEM MANAGEMENT PLAN UPDATE (Jim Colston) RECOMMENDATION: Approve and file the Orange County Sanitation District's Sewer System Management Plan, dated May 9, 2017. ADMINISTRATION COMMITTEE: 13. FY 2017-18 USE CHARGES FOR SANTA ANA WATERSHED PROJECT AUTHORITY (Lorenzo Tyner) RECOMMENDATION: Adopt Resolution No. OCSD 17-10, entitled, "A Resolution of the Board of Directors of Orange County Sanitation District Establishing Use 06/28/2017 OCSD Board of Directors'Agenda Page 4 of 10 Charges for the 2017-18 Fiscal Year Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana Watershed Project Authority ("SAWPA")". 14. GANNS APPROPRIATIONS LIMIT FOR FISCAL YEAR 2017-18 (Lorenzo Tyner) RECOMMENDATION: Adopt Resolution No. OCSD 17-11 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District Establishing the Annual Appropriations Limit for Fiscal Year 2017-18, for the Orange County Sanitation District in accordance with the Provisions of Division 9 of Title 1 of the California Government Code." 15. TEMPORARY EMPLOYMENT SERVICES (Celia Chandler) RECOMMENDATION: A. Authorize the General Manager to enter into sole source purchase order contracts with various staffing firms for Temporary Employment Services selected in Specification No. CS-2009-421BD for the period July 1, 2017 through June 30, 2018; and B. 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, with no change to the approved total budget, at a total cost not to exceed $1,187,190. STEERING COMMITTEE: 16. GENERAL MANAGER'S FY 2016-2017 WORK PLAN YEAR-END UPDATE (Jim Herberg) RECOMMENDATION: Receive and File the General Manager's FY 2016-2017 Work Plan Year-End Update. Recess OCSD Board of Directors Meeting. ...................................... 06/28/2017 OCSD Board of Diredors'Agenda Page 5 of 10 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: (Clerk of the Board) APPROVAL OF MINUTES: FC-1. APPROVAL OF MINUTES (Clerk of the Board) If no corrections or amendments are made, the minutes for the meeting held on September 28, 2016 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. 06/28/2017 OCSD Board of Directors'Agenda Page 8 of 10 Reconvene, Board of Directors, Orange County Sanitation District. NON-CONSENT CALENDAR: 17. AGREEMENTS WITH ORANGE COUNTY TRANSPORTATION AUTHORITY FOR INTERSTATE 405 SEWER CROSSINGS (Rob Thompson) RECOMMENDATION: Approve eight Utility Agreements with Orange County Transportation Authority agreeing to define specific terms, conditions, and funding obligations regarding the relocation, reconstruction, and protection of the regional sewers located along Interstate 405 Freeway to accommodate the Interstate 405 Improvement Project. 18. OCEAN OUTFALL SYSTEM REHABILITATION, PROJECT NO. J-117 (Rob Thompson) RECOMMENDATION: A. Receive and file Bid Tabulation and Recommendation for Interplant Effluent Pipeline Rehabilitation, Contract No. J-117A; B. Receive and file Orange County Sanitation District's Notice of Intent to Award dated May 18, 2017; C. Receive and file Award Protestfrom Flatiron West, Inc. dated May 18, 2017, concerning the award to Shimmick Construction Co.; D. Receive and file response letter from Shimmick Construction Co.; dated May 23, 2017, regarding the bid protest of Flatiron West, Inc.; E. Receive and file Orange County Sanitation District's determination letter dated June 1, 2017, to Flatiron West, Inc. responding to Award Protest; F. Deny Award Protest filed by Flatiron West, Inc.; G. Award a Construction Contract to Shimmick Construction Company, Inc. for the Interplant Effluent Pipeline Rehabilitation, Contract No. J-117A, for a total amount not to exceed $12,609,012; and H. Approve a contingency of$1,008,721 (8%). 06/28/2017 OCSD Board of Diredom'Agenda Page 7 of 10 19. PROPOSED REVISIONS TO FY 2017-18 BUDGET (Lorenzo Tyner) RECOMMENDATION: Approve the proposed revisions to the Operating, Capital, Debt/COP Service and Self-Insurance Budgets for FY 2017-18, as follows: Originally Proposed Adopted Budget Revised Budget FY 2017.18 FY 2017.18 Operations&Maintenance $149,854,390 $151,919,380 Net Capital Improvement Program 137,989,000 148,061,000 Debt/COP Service 83,119,000 82,033,000 General Liability and Property Self-Insurance 1,450,000 1,335,000 Worker's Compensation Self Insurance 1,130,000 1,040,000 Intra-District Joint Equity Purchase/Sale(') 1,700,000 1,240,000 TOTAL $375,242,390 $385,628,380 il�Cash Wfirom Revenue Area 14(RA14)in exchange far capital assets to/from consolidated Revenue Area 15(RA15). AB 1234 REPORTS: INFORMATION ITEMS: None. 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,orpersonnel matters,pursuant to Government Code Sections 54956.8, 54956.9, 54957 or 54957.6, as noted. Reports relating to (a)purchase and sale of real property; (b) matters of pending or potential litigation; (c)employment actions or negotiations with employee representatives;or which are exempt from public disclosure under the California Public Records Act, may be reviewed by the Board during a permitted closed session and are not available for public inspection. At such time 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; 18430 Pacific St. Fountain Valley, CA -APN No.156-165-06; 18370 Pacific St. Fountain Valley, CA -APN No.156-165-08; 06/28/2017 OCSD Board of Directors'Agenda Page 8 of 10 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; 18350 Mt. Langley St. Fountain Valley, CA-APN No.156-154-08; 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; 10540 Talbert Ave. Fountain Valley, CA -APN No.156-151-03; and 7311 Doig Drive Garden Grove, CA -APN No. 131-651-20 Agency negotiators: General Manager, Jim Herberg; Assistant General Manager, Bob Ghirelli; Director of Finance and Administrative Services, Lorenzo Tyner; Director of Engineering, Rob Thompson; Engineering Managers, Kathy Millea and Jeff Mohr; CIP Project Manager, Wendy Sevenandt; Tom Grant; Kevin Turner and John Gallivan, Cushman and Wakefield. 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; K & A Investments LP, APN No. 156-154-08; 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. RECONVENE IN REGULAR SESSION. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: 06;28;2017 OCSD Board of Diredors'Agenda Page 9 of 10 OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: Adjourn the Board meeting until the Regular Board of Directors Meeting on July 26, 2017 at 6:00 p.m. Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at(714) 593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Aaenda Postina: In accordance with the requirements of California Government Code Section 54954.2,this agenda has been posted outside the main gate of the Sanitation District's Administration Building located at 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. Aaenda Description: The agenda provides a brief general description of each item of business to be considered or discussed. The recommended action does not indicate what action will be taken. The Board of Directors may take any action which is deemed appropriate. NOTICE TO DIRECTORS: To place items on the agenda for a Committee or Board Meeting, items must be submitted to the Clerk of the Board 14 days before the meeting. Kelly A.Lore Clerk of the Board (714)593-7433 klore(n)ocsd.com For any questions on the agenda, Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherbent0omd.com Assistant General Manager Bob Ghirelli (714)593-7400 rahirelliDocsd.com Director of Engineering Rob Thompson (714)593-7310 rthomuson(docsd.com Director of Environmental Services Jim Colston (714)593-7450 icolston(n)ocsd.com Director of Finance and Lorenzo Tyner (714)593-7550 INner(cDOCSd.com Administrative Services Director of Human Resources Celia Chandler (714)593-7202 cchandler(docsd.com Director of Operations&Maintenance Ed Torres 714 593-7080 etorres omd.com 06/28/2017 OCSD Board of Directors'Agenda Page 10 of 10 ITEM NO. 1 Orange County Sanitation District MINUTES BOARD MEETING May 24, 2017 �OJNjy SANII'gTjQy Q ? ¢ c, o � FCl/N H E ENv`�0� Administration Building 10844 Ellis Avenue Fountain Valley, California 92708-7018 0 5/2 412 01 7 Minutes of Board Meeting Page 1 of 14 ROLL CALL A regular meeting of the Board of Directors of the Orange County Sanitation District was called to order by Board Chair Greg Seboum on May 24, 2017, at 6:01 p.m., in the Administration Building. Director Mariellen Yarc 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 Diana Fascenelli A Ellery Deaton Sandra Massa-Lavitt X Barbara Delgleize Erik Peterson James M. Ferryman X Bob Ooten X Phil Hawkins Brooke Jones X Steven Jones Kris 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 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 X Mariellen Yarc Stacy Berry STAFF MEMBERS PRESENT: Jim Herberg, General Manager; Bob Ghirelli, Assistant General Manager; Celia Chandler, Director of Human Resources; Jim Colston, Director of Environmental Services; Ed Torres, Director of Operations and Maintenance; Rob Thompson, Director of Engineering; Lorenzo Tyner, Director of Finance & Administrative Services; Kelly Lore, Clerk of the Board; Jennifer Cabral; Rodney Collins; Ron Coss; Mike Dorman; Dean Fisher; Al Garcia; Tina Knapp; Kathy Millea; Jeff Mohr; Shahrzad Namini; Man Nguyen; Ddaze Phuong; Roya Sohanaki; John Swindler; and Paula Zeller. O5/24/2017 Minutes of Board Meeting Page 2 of 14 OTHERS PRESENT: Brad Hogin (General Counsel); Claire Collins Hervey (Special Counsel); Roger Cerda (Special Counsel) and Alternate Director, Chuck Puckett(Tustin). PUBLIC COMMENTS: No public comments were provided. Clerk of the Board Kelly Lore provided a Late Communication memo regarding a substitute recommendation and attachment to Supplemental Item No .24. SPECIAL PRESENTATIONS: None. REPORTS: Chair Seboum reported that the Honor Walk Ceremony took place today. Former employees Charlie McGee, Tony Pira, and Peter McGrath were recognized, and engraved bricks with their names were placed into the Honor Walk. Chair Sebourn also reported on his recent trip to D.C. where meetings regarding OCSD activities and priorities were discussed with the offices of Representatives Walters, Lowenthal, Royce, Rohrabacher, Correa, and Senators Feinstein and Harris occurred. He further stated that in continuation of OCSD's advocacy efforts, he and the General Manager will travel to Sacramento on June 27 to speak with our delegation about the needs of the Sanitation District and possible funding opportunities. General Manager Herberg reported that an accident had occurred at the Carbon Canyon Project in which the OCSD contractor, Sancon, reported that one of their employees had sustained a critical injury. The contractor is preparing an incident report to submit to OCSD and staff will continue to monitor the situation. Mr. Herberg further reported on the recently released Grand Jury report regarding pension increases that were implemented in the early 2000's. Staff is working with General Counsel on the response to the report. Mr. Herberg introduced Director of Finance and Administrative Services Lorenzo Tyner who, in turn, introduced IT Systems & Operations Manager John Swindler, who provided a brief overview of the recent worldwide cyber-attack and how our computer based, District operations are protected. Lastly, Mr. Herberg announced that OCSD is celebrating National Public Works Week, which honors the men and women in public service who provide and maintain infrastructure and services collectively known as public works. O5/24/2017 Minutes of Board Meeting Page 3 of 14 ELECTIONS: 1. NOMINATIONS FOR CHAIR AND VICE CHAIR OF BOARD OF DIRECTORS (Clerk of the Board) General Counsel Brad Hogin provided instructions and facilitated the nomination and election process. A. Mr. Hogin opened nominations for Chair of the Board of Directors. One nomination was received. MOVED. SECONDED, AND DULY CARRIED TO: Close nominations and elect Greg Sebourn as Chair of the Board of Directors for the 2017/18 term. AYES: Barnes; Bernstein; Collacott; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Ooten (Alternate); Parker; Peotter; Seboum; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Deaton and Tinajero B. Mr. Hogin opened nominations for Vice-Chair of the Board of Directors. One nomination was received. MOVED. SECONDED, AND DULY CARRIED TO: Close nominations and elect David Shawver as Vice-Chair of the Board of Directors for the 2017/18 term. AYES: Barnes; Bernstein; Collacott; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Ooten (Alternate); Parker; Peotter; Seboum; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Deaton and Tinajero CONSENT CALENDAR: 2. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve the minutes of the Regular Board of Directors Meeting held on April 26, 2017. AYES: Barnes; Bernstein; Collacott; Deaton; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Ooten (Alternate); O5/24/2017 Minutes of Board Meeting Page 4 of 14 Parker; Peotter; Sebourn; Shaw; Shawver; F. Smith; T. Smith; Steel; Tinajero; Wagner; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: None 3. GAS COMPRESSOR BUILDING PIPING REPLACEMENT AT PLANT NO. 2, PROJECT NO. FE15-06 (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Receive and file bid tabulation and recommendation; B. Award a construction contract to W.M. Lyles Company for the Gas Compressor Building Piping Replacement at Plant No. 2, Project No. FE15-06, for a total amount not to exceed $909,700; and C. Approve a contingency of$181,940 (20%). AYES: Barnes; Bernstein; Collacott; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Ooten (Alternate); Parker; Peotter; Seboum; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Deaton and Tinajero 4. HEADWORKS MODIFICATIONS AT PLANT NO. 2 FOR GWRS FINAL EXPANSION, PROJECT NO. P2-122 (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Professional Design Services Agreement with CDM Smith Inc. to provide engineering design services for the Headworks Modifications at Plant No. 2 for GWRS Final Expansion, Project No. P2-122, for an amount not to exceed $5,319,930; and B. Approve a contingency of$531,993 (10%). AYES: Barnes; Bernstein; Collacott; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Ooten (Alternate); Parker; Peotter; Seboum; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Deaton and Tinajero O5/24/2017 Minutes of Board Meeting Page 5 of 14 5. RECONDITIONING OF BELT FILTER PRESSES (Ed Torres) MOVED, SECONDED, AND DULY CARRIED TO: A. Authorize a sole source purchase orderto Original Equipment Manufacturer (OEM) Alfa Laval / Simon Ashbrook for the reconditioning of five (5) belt filter presses at Plant No. 1 and Plant No. 2, for a total amount not to exceed $693,057; and B. Approve a contingency of$69,306 (10%). AYES: Barnes; Bernstein; Collacott; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Ooten (Alternate); Parker; Peotter; Seboum; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Deaton and Tinajero RECEIVE AND FILE: These items require no action;and without objection, will be so ordered by the Board Chair. 6. COMMITTEE MINUTES (Clerk of the Board) Received and filed the approved minutes of the following committees: A. Legislative and Public Affairs Committee Meeting of March 13, 2017 B. Steering Committee Meeting of March 22, 2017 C. Operations Committee Meeting of April 5, 2017 D. Administration Committee Meeting of April 12, 2017 E. GWRS Steering Committee Special Meeting of January 30, 2017 7. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF APRIL 2017 (Lorenzo Tyner) Received and filed the report of the Investment Transactions for the month of April 2017. OPERATIONS COMMITTEE: 8. RETURN ACTIVATED SLUDGE PIPING REPLACEMENT AT ACTIVATED SLUDGE PLANT NO. 1, PROJECT NO. P1-129 (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Professional Design Services Agreement with AECOM Technical Services, Inc. to provide engineering design services for the Return Activated Sludge Piping Replacement at Activated Sludge Plant No. 1, Project No. 131-129, for an amount not to exceed $523,039; and 05/24/2017 Minutes of Board Meeting Page 6 of 14 B. Approve a contingency of$52,304 (10%). AYES: Barnes; Bernstein; Collacott; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Ooten (Alternate); Parker; Peotter; Seboum; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Deaton and Tinajero 9. OCEAN OUTFALL SYSTEM REHABILITATION, PROJECT NO. J-117 (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Professional Construction Services Agreement with Brown and Caldwell to provide construction support services for Interplant Effluent Pipeline Rehabilitation, Contract No. J-117A, for a total amount not to exceed $1,121,666; and B. Approve a contingency of$112,167 (10%). AYES: Barnes; Bernstein; Collacott; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Ooten (Alternate); Parker; Peotter; Seboum; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Deaton and Tinajero 10. PROJECT MANAGEMENT INFORMATION SYSTEM, PROJECT NO. J-128 (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Professional Services Agreement with PMWeb, Inc. for the procurement and implementation of the Project Management Information System, Project No. J-128, Specification No. S-2016-733BD, for an amount not to exceed of$1,022,500; and B. Approve a contingency in the amount of$204,500 (20%). AYES: Barnes; Bernstein; Collacott; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Ooten (Alternate); Parker; Peotter; Seboum; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Deaton and Tinajero 05/24/2017 Minutes of Board Meeting Page 7 of 14 it. LIGHT DUTY CNG TRUCK COOPERATIVE PROCUREMENT WITH NATIONAL AUTO FLEET GROUP (Ed Torres) MOVED, SECONDED, AND DULY CARRIED TO: Approve the purchase of nine compressed natural gas light duty trucks using the National Joint Powers Alliance (NJPA)cooperative Contract Number 120716-NAF with National Auto Fleet Group for a total cost of$381,813 in accordance with Ordinance No. OCSD-47, Section 2.03(B), Cooperative Purchases. AYES: Barnes; Bernstein; Collacott; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Ooten (Alternate); Parker; Peotter; Seboum; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Deaton and Tinajero 12. REGIONAL ODOR AND CORROSION CONTROL SERVICES CONTRACT AMENDMENT 1 AND 2, SPECIFICATION NO. C-2013-565 BD (Ed Torres) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve Amendment No. 1 to the Contract with Hill Brothers Chemical Company, for Regional Odor and Corrosion Control Services, Specification No. C-2013-565BD (PO 104862-OB), to amend the Application Services cost to a unit price of$25/station/day and Field Services cost to a unit price of$25/station/day, for ferrous chloride; B. Approve Amendment No. 1 to the Contract with Hill Brothers Chemical Company, for Regional Odor and Corrosion Control Services, Specification No. C-2013-565BD (PO 104861-OB), to amend the Application Services cost to a unit price of$75/station/day and Field Services cost to a unit price of$50/station/day, for magnesium hydroxide; and C. Approve Amendment No. 2 to the Contract with USP Technologies, for Regional Odor and Corrosion Control Services, Specification No. C-2013- 565BD (PO 104863-OB), to amend the Application Services cost to a unit price of$80/station/day, for calcium nitrate. AYES: Barnes; Bernstein; Collacott; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Ooten (Alternate); Parker; Peotter; Seboum; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Deaton and Tinajero O5/24/2017 Minutes of Board Meeting Page 8 of 14 13. INDUCTIVELY COUPLED PLASMA MASS SPECTROMETER AND INDUCTIVELY COUPLED PLASMA OPTICAL EMISSION SPECTROMETER LABORATORY INSTRUMENTS (Jim Colston) MOVED, SECONDED, AND DULY CARRIED TO: Award a purchase order to Perkin Elmer Health Services, Inc., for an Inductively Coupled Plasma Mass Spectrometer (ICPMS) and an Inductively Coupled Plasma Optical Emission Spectrometer (ICP-OES), Specification No. E-2017-812BD, for a total amount not to exceed $275,610.64. AYES: Barnes; Bernstein; Collacott; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Ooten (Alternate); Parker; Peotter; Seboum; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Deaton and Tinajero 14. INLAND EMPIRE REGIONAL COMPOSTING AUTHORITY CONTRACT AMENDMENT 2016-2017 (Jim Colston) MOVED, SECONDED, AND DULY CARRIED TO: Approve Contract Amendment number 4600001879-002 with Inland Empire Regional Composting Authority (IERCA) for the Orange County Sanitation District to pay IERCA to receive and compost Orange County Sanitation District's biosolids at a base fee (tipping fee) of $56 per wet ton, plus an administrative fee of $2 per wet ton and any other adjustments provided for in the original agreement. This contract amendment shall serve as the second annual renewal of three one-year renewal options of the original agreement in a total annual amount not to exceed $900,000/year for IERCA to receive and compost up to 50 wet tons per day (Monday thru Friday) of Orange County Sanitation District's biosolids. AYES: Barnes; Bernstein; Collacott; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Parker; Peotter; Sebourn; Shaw; Shawver, F. Smith; T. Smith; Steel; Wagner; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: Ooten (Alternate)-Recusa/ ABSENT: Deaton and Tinajero 15. 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, 2017. O5/24/2017 Minutes of Board Meeting Page 9 of 14 AYES: Barnes; Bernstein; Collacott; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Ooten (Alternate); Parker; Peotter; Seboum; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Deaton and Tinajero 16. ENVIRONMENTAL COMPLIANCE REPORTS (Jim Colston) MOVED, SECONDED,AND DULY CARRIED TO: Receive and file environmental compliance reports: Biosolids Management Compliance Report 2016, Semi- Annual Pretreatment Program Report Fiscal Year 2016/2017July-December, Annual Greenhouse Gas Emissions Report 2016, Annual Emission Report 2016, and Marine Monitoring Annual Report 2015/2016. AYES: Barnes; Bernstein; Collacott; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Ooten (Alternate); Parker; Peotter; Seboum; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Deaton and Tinajero ADMINISTRATION COMMITTEE: 17. 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, 2017 — March 31, 2017; and B. Approve the following additions to the pre-approved Original Equipment Manufacturer(OEM) Sole Source List: • ALFA-LAVAL— Pumps and Parts • CHEMINEER - Mixers • HARTZELL - Exhaust fans • VERDERFLEX- Pumps and Parts • WOODWARD - Engine and Turbine Systems AYES: Barnes; Bernstein; Collacott; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Ooten (Alternate); Parker; Peotter; Seboum; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; Withers; and Yarc NOES: None 05/24/2017 Minutes of Board Meeting Page 10 of 14 ABSTENTIONS: None ABSENT: Deaton and Tinajero 18. CONSOLIDATED FINANCIAL REPORT FOR THIRD QUARTER ENDED MARCH 31, 2017 (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, 2017. AYES: Barnes; Bernstein; Collacott; Delgleize; Hawkins; Jones; Krippner; R. Murphy; Nagel; Ooten (Alternate); Parker; Peotter; Seboum; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: Kim ABSENT: Deaton and Tinajero 19. WORKERS' COMPENSATION THIRD PARTY ADMINISTRATION PROGRAM (Celia Chandler) MOVED, SECONDED, AND DULY CARRIED TO: Approve an additional one- year renewal period of the agreement with Keenan and Associates, for Workers' Compensation Third Party Administration Program, for the period of July 1, 2017 through June 30, 2018, for a total amount not to exceed $48,000. AYES: Barnes; Bernstein; Collacott; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Ooten (Alternate); Parker; Peotter; Seboum; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Deaton and Tinajero 20. 2017-18 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 from $405,126 to $445,639. • Property and Boiler& Machinery combined from $665,813 to $677,628. • Earthquake insurance—from $76,385 to $78,062. • Excess workers' compensation insurance - a rate of $0.3133 per $100 of payroll not to exceed $208,000. 05/24/2017 Minutes of Board Meeting Page 11 of 14 AYES: Barnes; Bernstein; Collacott; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Ooten (Alternate); Parker; Peotter; Seboum; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Deaton and Tinajero STEERING COMMITTEE: 21. ADOPTION OF UPDATED RESOLUTION ON RULES OF PROCEDURE (Bob Ghirelli) MOVED, SECONDED, AND DULY CARRIED TO: Adopt Resolution No. OCSD 17-08, entitled, "A Resolution of the Board of Directors of Orange County Sanitation District Fixing and Establishing Rules of Procedure for the Conduct of Business of the District, and Repealing Resolution No. OCSD 15-27." AYES: Barnes; Bernstein; Collacott; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Ooten (Alternate); Parker; Peotter; Seboum; Shaw; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Deaton and Tinajero 22. LEGAL SERVICES WITH LEWIS BRISBOIS BISGAARD & SMITH, LLP (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Authorize an increase of $150,000 to sole source Purchase Order 105851-OB to Lewis Brisbois Bisgaard & Smith, LLP for legal services for a total cost of$225,000. AYES: Barnes; Bernstein; Collacott; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Ooten (Alternate); Parker; Peotter; Seboum; Shawver; F. Smith; T. Smith; Steel; Wagner; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: Shaw ABSENT: Deaton and Tinajero 23. APPRAISAL SERVICES WITH MASON AND MASON, INC.; AND REAL ESTATE MANAGEMENT CONSULTING SERVICES WITH STADIA REALTY, INC. (Rob Thompson) Mr. Herberg and Director of Engineering Rob Thompson responded to questions regarding: necessity of the specialized service within this item; sole source 05/24/2017 Minutes of Board Meeting Page 12 of 14 definition; the General Manager's delegated authority; and the specific property included in the appraisal service. MOVED. SECONDED, AND DULY CARRIED TO: A. Authorize an increase of$100,000to sole source Purchase Order105903- OB to Mason and Mason, Inc.for appraisal services related to the California Department of Transportation/Orange County Transportation Authority Interstate 405 Improvement Project impacts for a total cost of$140,000; and B. Authorize an increase of$281,800to sole source Purchase Order105925- OA to Stadia Realty, Inc. for real estate project management consulting related to the California Department of Transportation/Orange County Transportation Authority Interstate 405 Improvement Project impacts for a total cost of$377,800. AYES: Barnes; Bernstein; Collacott; Hawkins; Kim; Krippner; R. Murphy; Nagel; Ooten (Alternate); Parker; Peotter; Seboum; Shawver, F. Smith; T. Smith; Wagner; Wanke; Withers; and Yarc NOES: Delgleize; Jones; and Steel ABSTENTIONS: Shaw ABSENT: Deaton and Tinajero SUPPLEMENTAL AGENDA ITEM: NON-CONSENT ITEMS: 24. CLOSED SESSION ATTENDANCE BY DIRECTORS SERVING ON THE BOARD OF AN ADVERSE PARTY (Jim Herberg) MOVED, SECONDED, AND DULY CARRIED TO: A. Rescind Resolution No. OCSD 17-07, entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District Establishing Requirements for Attendance at Closed Sessions by Directors Who Simultaneously Serve on the Governing Body of an Adverse Party"; and B. Adopt Resolution No. OCSD 17-09 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District Rescinding Resolution No. OCSD 17-07. AYES: Barnes; Bernstein; Collacott; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Ooten (Alternate); Parker; Peotter; Seboum; Shaw; Shawver; F. Smith; Steel; Wagner; Wanks; Withers; and Yarc NOES: T. Smith ABSTENTIONS: None ABSENT: Deaton and Tinajero O5/24/2017 Minutes of Board Meeting Page 13 of 14 AB 1234 REPORTS: None. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS 54956.9(d)(2): The Board convened in closed session at 6:39 p.m. to discuss one item. Item Nos. CS-2 and CS-3 were not heard. Confidential minutes of the Closed Session have been prepared in accordance with the above Government Code Section and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session Meetings. RECONVENED IN REGULAR SESSION: The Board reconvened in regular session at 6:41 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: Roger Cerda, Alston & Bird, Special Counsel, representing the District in regard to Item No. CS-1 did not provide a report. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Vice-Chair Shawver and Chair Sebourn each thanked the Board for their support in their reelection. ADJOURNMENT: At 6:44 p.m. Chair Sebourn adjourned the meeting until the Regular Meeting of the Board of Directors on June 28, 2017 at 6:00 p.m. Submitted by: Kelly A. Lore Clerk of the Board O5/24/2017 Minutes of Board Meeting Page 14 of 14 BOARD OF DIRECTORS Meeting Date To Bd.of Dir. -- O6/2B/17 AGENDA REPORT Rem Number Item Number z Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND PAVING AREA, CONTRACT NO. P1-115B GENERAL MANAGER'S RECOMMENDATION A. Receive and file bid tabulation and recommendation; B. Award a construction contract to ODC Engineering and Technology for Rehabilitation of Fleet Services Building, Building 8 and Paving Area, Contract No. P1-115B, part of Title 24 Access Compliance and Building Rehabilitation, Project No. P1-115, fora total amount not to exceed $2,235,609; C. Approve a contingency of $223,563 (10%); and D. Approve a budget increase of $791,000 for Title 24 Access Compliance and Building Rehabilitation, Project No. P1-115, for a total budget amount of $18,400,000. BACKGROUND Rehabilitation of Fleet Services Building, Building 8 and Paving Area, Contract No. P1-115B, is part of Title 24 Access Compliance and Building Rehabilitation, Project No. P1-115, which retrofits existing support buildings and trailers at Plant No. 1 to meet accessibility and other code requirements, and provide maintenance replacements such as roofs and lighting. The scope of Contract No. P1-115B includes replacement of roofing at Building 8 and the Fleet Services Building, installation of guardrail along the roofs, upgrades to the lighting inside both buildings and office renovations in the Fleet Services Building to provide an equal facilitation restroom. Additionally, the project will install car charging stations for the Orange County Sanitation District's (Sanitation District) electric vehicles recently added to its fleet, and will replace the deteriorated pavement in the surrounding parking lot areas. The Sanitation District received two sealed bids on May 24, 2017 and both exceeded the engineer's estimate. The bids were evaluated in accordance with the Sanitation District's policies and procedures, and staff estimates that this project will require an additional $791,000 of project budget. Page 1 d 3 RELEVANT STANDARDS • CA Government Code Section 20783: Award to the "Lowest Responsive and Responsible Bidder." PROBLEM Building 8 and the Fleet Services buildings need maintenance repairs and upgrades to meet accessibility requirements and other code requirements. Also, the surrounding pavement is in poor condition and needs to be replaced to provide proper drainage. Based on the higher bid amount of this contract, higher than anticipated staff costs of completed Contract No. P1-115A and estimated staff costs for administering this new contract an increase in the project budget of$791,000 is recommended. PROPOSED SOLUTION Award the construction contract, Rehabilitation of Fleet Services Building, Building 8 and Paving Area, Contract No. P1-115B, and increase the project budget. TIMING CONCERNS The roofs at both buildings are in need of replacement and also need upgrades to meet accessibility and current code requirements. Since the work includes roof repairs, starting the project in the summer 2017 will allow the Contractor to replace the roofs before the wet weather season. RAMIFICATIONS OF NOT TAKING ACTION Increased repair costs from leaking roofs and potential safety concerns due to accessibility to rooftop equipment. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The Sanitation District advertised for bids on April 18, 2017 and April 25, 2017. Two sealed bids were received on May 24, 2017. The bids were evaluated in accordance with the Sanitation District's policies and procedures. Staff recommends awarding a construction contract to ODC Engineering and Technology for Rehabilitation of Fleet Services Building, Building 8 and Paving Area, Contract No. P1-115B, for a total amount not to exceed $2,235,609. Page 2 d 3 Summary information on the bid opening for Rehabilitation of Fleet Services Building, Building 8 and Paving Area, Contract No. P1-115B, is as follows: Project Budget $17,509,000 Engineer's Estimate $ 2,100,000 Lowest Responsive, Responsible Bid $ 2,235,609 High Bid $ 3,990,000 Bidder Amount of Bid ODC Engineering and Technology $ 2,235,609 Neman-Midland Corporation $ 3,990,000 Both sealed bids exceeded the Engineer's Estimate of$2,100,000, and staff recommends an increase of $791,000 to cover the added construction cost, contingency and staffing costs needed for this Contract. CEOA A Notice of Exemption was Tiled and recorded with the County of Orange on January 5, 2011. This project is exempt under Section 15301, Class 1, because it involves minor modifications or replacement of existing facilities involving no expansion of use or capacity beyond that existing at the time of the lead agency's determination. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (Budget FY2016-17 and 2017-18, Section 8, Page 87), but the budget is insufficient for the recommended action. The funds will be allocated to the project from the Replacement, Rehabilitation, and Refurbishment line item in the cash flow projections, FY2016-17 and 2017-18, Section 4, Page 16. ATTACHMENT The following attachment(s)maybe viewed on-line at the OCSD website(www.ocsd.com)with the complete agenda package: • Construction Contract AL: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..........................................................................................5 SECTION -4 PLANS AND SPECIFICATONS ........................................................5 SECTION -5 TIME OF COMMENCEMENT AND COMPLETION ..........................5 SECTION -6 TIME IS OF THE ESSENCE .............................................................6 SECTION -7 EXCUSABLE DELAYS......................................................................6 SECTION -8 EXTRA WORK...................................................................................7 SECTION -9 CHANGES IN PROJECT...................................................................7 SECTION - 10 LIQUIDATED DAMAGES FOR DELAY.............................................8 SECTION - 11 CONTRACT PRICE AND METHOD OF PAYMENT.........................8 SECTION - 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS ............................................................................................10 SECTION - 13 COMPLETION.................................................................................10 SECTION - 14 CONTRACTOR'S EMPLOYEES COMPENSATION.......................10 SECTION - 15 SURETY BONDS ............................................................................12 SECTION - 16 INSURANCE....................................................................................13 SECTION - 17 RISK AND INDEMNIFICATION.......................................................22 SECTION - 18 TERMINATION................................................................................23 SECTION - 19 WARRANTY....................................................................................23 SECTION -20 ASSIGNMENT.................................................................................24 SECTION -21 RESOLUTION OF DISPUTES ........................................................24 SECTION -22 SAFETY& HEALTH ........................................................................24 SECTION -23 NOTICES.........................................................................................25 C-CA-011317 CONTRACT AGREEMENT ORANGE COUNTY SANITATION DISTRICT CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Part of PROJECT NO. P1-115 TITLE 24 ACCESS COMPLIANCE AND BUILDING REHABILITATION PROJECT THIS AGREEMENT is made and entered into, to be effective, this June 28, 2017, by and between ODC Engineering and Technology, hereinafter referred to as"CONTRACTOR" and the Orange County Sanitation District, hereinafter referred to as "OCSD". WITNESSETH That for and in consideration of the promises and agreements hereinafter made and exchanged, OCSD and CONTRACTOR agree as follows: SECTION-1 GENERAL CONDITIONS CONTRACTOR certifies and agrees that all the terms, conditions and obligations of the Contract Documents as hereinafter defined, the location of the job site, and the conditions under which the Work is to be performed have been thoroughly reviewed, and enters into this Contract based upon CONTRACTOR's investigation of all such matters and is in no way relying upon any opinions or representations of OCSD. It is agreed that this Contract represents the entire agreement. It is further agreed that the Contract Documents are each incorporated into this Contract by reference, with the same force and effect as if the same were set forth at length herein, and that CONTRACTOR and its Subcontractors, if any, will be and are bound by any and all of said Contract Documents insofar as they relate in any part or in any way, directly or indirectly, to the Work covered by this Contract. CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 1 of 26 A. Contract Documents Order of Precedence "Contract Documents" refers to those documents identified in the definition of"Contract Documents" in the General Conditions—Definitions. 1. In the event of a conflict between one Contract Document and any of the other Contract Documents, the provisions in the document highest in precedence shall be controlling. The order of precedence of the Contract Documents is as follows: a. Supplemental Agreements—the last in time being the first in precedence b. Addenda issued prior to opening of Bids—the last in time being the first in precedence c. Contract Agreement d. Permits and other regulatory requirements e. Special Provisions f. General Conditions (GC) g. Notice Inviting Bids and Instruction to Bidders h. Geotechnical Baseline Report(GBR), if attached as a Contract Document I. Plans and Specifications—in these documents the order of precedence shall be: i. Specifications (Divisions 01-17) ii. Plans H. General Requirements (GR) iv. Standard Drawings and Typical Details j. CONTRACTOR'S Bid 2. In the event of a conflict between terms within an individual Contract Document, the conflict shall be resolved by applying the following principles as appears applicable: C-CA-011317 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 2 of 26 a. Figured dimensions on the Contract Documents shall govern. Dimensions not specified shall be as directed by the ENGINEER. Details not shown or specified shall be the same as similar parts that are shown or specified, or as directed. Full-size details shall take precedence over scale Drawings as to shape and details of construction. Specifications shall govern as to material and workmanship. 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 CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 3 of 26 ENGINEER, without whose decision CONTRACTOR shall not adjust said discrepancy save only at CONTRACTOR's own risk and expense. The decision of the ENGINEER shall be final. In all matters relating to the acceptability of material, machinery or plant equipment; classifications of material or Work; the proper execution, progress or sequence of the 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. C-CA-011317 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 4 of 26 SECTION-3 PROJECT The Project is described as: CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Part of PROJECT NO. P1-115 TITLE 24 ACCESS COMPLIANCE AND BUILDING REHABILITATION PROJECT SECTION —4 PLANS AND SPECIFICATONS The Work to be done is shown in a set of Plans and Specifications entitled: CONTRACT NO. PI-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Part of PROJECT NO. P1-115 TITLE 24 ACCESS COMPLIANCE AND BUILDING REHABILITATION PROJECT Said Plans and Specifications and any revision, amendments and addenda thereto are attached hereto and incorporated herein as part of this Contract and referred to by reference. SECTION-5 TIME OF COMMENCEMENT AND COMPLETION CONTRACTOR agrees to commence the Project within 15 calendar days from the date set forth in the "Notice to Proceed"sent by OCSD, unless otherwise specified therein and shall diligently prosecute the Work to completion within 485 calendar days from the date of the "Notice to Proceed" issued by OCSD, excluding delays caused or authorized by OCSD as set forth in Sections 7, 8, and 9 hereof, and applicable provisions in the General Conditions. The time for completion includes Fifteen (15)calendar days determined by OCSD likely to be inclement weather when CONTRACTOR will be unable to work. CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 5 of 26 In addition, CONTRACTOR shall accomplish such milestones within the periods of performance set forth in Appendix A of the Special Provisions entitled "Work Completion Schedule." SECTION—6 TIME IS OF THE ESSENCE Time is of the essence of this Contract. As required by the Contract Documents, CONTRACTOR shall prepare and obtain approval of all shop drawings, details and samples, and do all other things necessary and incidental to the prosecution of CONTRACTOR's Work in conformance with an approved construction progress schedule. CONTRACTOR shall coordinate the Work covered by this Contract with that of all other contractors, subcontractors and of OCSD, in a manner that will facilitate the efficient completion of the entire Work and accomplish the required milestone(s), if any, by the applicable deadline(s) in accordance with Section 5 herein. OCSD shall have the right to assert complete control of the premises on which the Work is to be performed and shall have the right to decide the time or order in which the various portions of the Work shall be installed or the priority of the work of subcontractors, and, in general, all matters representing the timely and orderly conduct of the Work of CONTRACTOR on the premises. SECTION—7 EXCUSABLE DELAYS CONTRACTOR shall only be excused for any delay in the prosecution or completion of the Project as specifically provided in General Conditions, "Extensions for Delay", and the General Requirements, "By CONTRACTOR or Others—Unknown Utilities during Contract Work". Extensions of time and extra compensation arising from such excusable delays will be determined in accordance with the General Conditions, "Extension of Time for Delay" and "Contract Price Adjustments and Payments", and extensions of time and extra compensation as a result of incurring undisclosed utilities will be determined in accordance with General Requirements, 'By CONTRACTOR or Others— Unknown Utilities during Contract Work". OCSD's decision will be conclusive on all parties to this Contract. C-CA-011317 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 6 of 26 SECTION-8 EXTRA WORK The Contract Price as set forth in Section 11, includes compensation for all Work performed by CONTRACTOR, unless CONTRACTOR obtains a Change Order signed by a designated representative of OCSD specifying the exact nature of the Extra Work and the amount of extra compensation to be paid all as more particularly set forth in Section 9 hereof and the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)", "OWNER Initiated Changes", and "Contract Price Adjustments and Payments". In the event a Change Order is issued by OCSD pursuant to the Contract Documents, OCSD shall extend the time fixed in Section 5 for completion of the Project by the number of days, if any, reasonably required for CONTRACTOR to perform the Extra Work, as determined by OCSD's ENGINEER. The decision of the ENGINEER shall be final. SECTION-9 CHANGES IN PROJECT OCSD may at any time, without notice to any Surety, by Change Order, make any changes in the Work within the general scope of the Contract Document, including but not limited to changes: 1. In the Specifications (including Drawings and designs); 2. In the time, method or manner of performance of the Work; 3. In OCSD-furnished facilities, equipment, materials, services or site; or 4. Directing acceleration in the performance of the Work. No change of period of performance or Contract Price, or any other change in the Contract Documents, shall be binding until the Contract is modified by a fully executed Change Order. All Change Orders shall be issued in accordance with the requirements set forth in the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and "OWNER Initiated Changes'. CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 7 of 26 SECTION-10 LIQUIDATED DAMAGES FOR DELAY Liquidated Damages shall be payable in the amounts and upon the occurrence of such events or failure to meet such requirements or deadlines as provided in the Special Provisions, "Liquidated Damages and Incentives." SECTION—11 CONTRACT PRICE AND METHOD OF PAYMENT A. OCSD agrees to pay and the CONTRACTOR agrees to accept as full consideration for the faithful performance of this Contract, subject to any additions or deductions as provided in approved Change Orders, the sum of Two Million Two Hundred Thirty-Five Thousand Six Hundred Nine Dollars ($2,235,609)as itemized on the Attached Exhibit W'. Upon satisfaction of the conditions precedent to payment set forth in the General Requirements, Additional General Requirements and General Conditions (including but not limited to Sections entitled "Mobilization Payment Requirements" and "Payment Itemized Breakdown of Contract Lump Sum Prices"), there shall be paid to the CONTRACTOR an initial Net Progress Payment for mobilization. OCSD shall issue at the commencement of the job a schedule which shows: 1. A minimum of one payment to be made to the CONTRACTOR for each successive four(4)week period as the Work progresses, and 2. The due dates for the CONTRACTOR to submit requests for payment to meet the payment schedule. After the initial Net Progress Payment, and provided the CONTRACTOR submits the request for payment prior to the end of the day required to meet the payment schedule, the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly payment date set forth in the schedule. C-CA-011317 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 8 of 26 Payments shall be made on demands drawn in the manner required by law, accompanied by a certificate signed by the ENGINEER, stating that the Work for which payment is demanded has been performed in accordance with the terms of the Contract Documents, and that the amount stated in the certificate is due under the terms of the Contract. Payment applications shall also be accompanied with all documentation, records, and releases as required by the Contract, Exhibit A, Schedule of Prices, and General Conditions, "Payment for Work—General". The Total amount of Progress Payments shall not exceed the actual value of the Work completed as certified by OCSD's ENGINEER. The processing of payments shall not be considered as an acceptance of any part of the Work. 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. CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 9 of 26 3. "Retention Amount"for each Progress Payment means the percentage of each Progress Payment to be retained by OCSD to assure satisfactory completion of the Contract. The amount to be retained from each Progress Payment shall be determined as provided in the General Conditions—"Retained Funds; Substitution of Securities" SECTION—12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS Pursuant to Public Contract Code Section 22300 at seq., the CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." 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. C-CA-011317 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 10 of 26 B. General Prevailing Rate: OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime Work in the locality in which the Work is to be performed for each craft or type of Work needed to execute this Contract, and copies of the same are on file in the Office of the ENGINEER of OCSD. The CONTRACTOR agrees that not less than said prevailing rates shall be paid to workers employed on this public works Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. C. Forfeiture for Violation: CONTRACTOR shall, as a penalty to OCSD, forfeit Two Hundred Dollars ($200.00)for each calendar day or portion thereof for each worker paid (either by the CONTRACTOR or any Subcontractor under it) less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the Work provided for in this Contract, all in accordance with Section 1775 of the Labor Code of the State of California. D. Apprentices: Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the CONTRACTOR shall comply therewith if the prime contract involves Thirty Thousand Dollars ($30,000.00) or more. CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 11 of 26 E. Workday: In the performance of this Contract, not more than eight(8) hours shall constitute a day's work, and the CONTRACTOR shall not require more than eight (8) hours of labor in a day from any person employed by him hereunder except as provided in paragraph (B) above. CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at 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 calendar day and forty (40) hours in any one week in violation of said Article. CONTRACTOR shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by CONTRACTOR in connection with the Project. F. Registration: Record of Wages: Insoection: 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 SURETYBONDS CONTRACTOR shall, before entering upon the performance of this Contract, furnish Bonds approved by OCSD's General Counsel—one in the amount of one hundred percent (100%)of the Contract amount, to guarantee the faithful performance of the Work, and the other in the C-CA-011317 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 12 of 26 amount of one hundred percent (100%)of the Contract amount to guarantee payment of all claims for labor and materials furnished. As changes to the Contract occur via approved Change Orders, the CONTRACTOR shall assure that the amounts of the Bonds are adjusted to maintain 100% of the Contract Price. This Contract shall not become effective until such Bonds are supplied to and approved by OCSD. Bonds must be issued by a Surety authorized by the State Insurance Commissioner to do business in California. The Performance Bond shall remain in full force and effect through the warranty period, as specified in Section 19 below. All Bonds required to be submitted relating to this Contract must comply with California Code of Civil Procedure Section 995.630. Each Bond shall be executed in the name of the Surety insurer under penalty of perjury, or the fact of execution of each Bond shall be duly acknowledged before an officer authorized to take and certify acknowledgments, and either one of the following conditions shall be satisfied: A. A copy of the transcript or record of the unrevoked appointment, power of attorney, by- laws, or other instrument, duly certified by the proper authority and attested by the seal of the insurer entitling or authorizing the person who executed the Bond to do so for and on behalf of the insurer, is on file in the Office of the County Clerk of the County of Orange; or B. A copy of a valid power of attorney is attached to the Bond. SECTION— 16 INSURANCE CONTRACTOR shall purchase and maintain, for the duration of the Contract, insurance against claims for injuries to persons, or damages to property which may arise from or in connection with the performance of the Work hereunder, and the results of that Work by CONTRACTOR, its agents, representatives, employees, or Subcontractors, in amounts equal to the requirements set forth below. CONTRACTOR shall not commence Work under this Contract until all insurance required under this Section is obtained in a form acceptable to OCSD, nor shall CONTRACTOR allow any Subcontractor to commence Work on a subcontract until all CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 13 of 26 insurance required of the Subcontractor has been obtained. CONTRACTOR shall maintain all of the foregoing insurance coverages in force through the point at which the Work under this Contract is fully completed and accepted by OCSD pursuant to the provisions of the General Conditions, "Final Acceptance and Final Completion'. Furthermore, CONTRACTOR shall maintain all of the foregoing insurance coverages in full force and effect throughout the warranty period, commencing on the date of Final Acceptance. The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of OCSD by CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for and maintain in full force and effect during the life of this Contract, inclusive of all changes to the Contract Documents made in accordance with the provisions of the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and/or"OWNER Initiated Changes', the following insurance in amounts not less than the amounts specified. OCSD reserves the right to amend the required limits of insurance commensurate with the CONTRACTOR's risk at any time during the course of the Project. No vehicles may enter OCSD Dremises/worksite without Dossessina the required insurance coverage. CONTRACTOR's insurance shall also comply with all insurance requirements prescribed by agencies from whom permits shall be obtained for the Work and any other third parties from whom third party agreements are necessary to perform the Work (collectively, the "Third Parties'), The Special Provisions may list such requirements and sample forms and requirements from such Third Parties may be included in an attachment to the General Requirements. CONTRACTOR bears the responsibility to discover and comply with all requirements of Third Parties, including meeting specific insurance requirements, that are necessary for the complete performance of the Work. To the extent there is a conflict between C-CA-011317 CONFORMED CONTRACT NO. Pl-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 14 of 26 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: Five Million Dollars ($5,000,000) per occurrence and a general aggregate limit of Five Million Dollars ($5,000,000)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 Five Million Dollars ($5,000,000) per occurrence and a general aggregate limit of Five Million Dollars ($5,000,000)which shall be in effect at all times during the warranty period set forth in the Warranty section herein, and as set forth in the General Conditions, "Warranty(CONTRACTOR's Guarantee)", plus any additional extension or continuation of time to said warranty period that may be required or authorized by said provisions. C. Broad Form Property Damage, expressly including damage arising out of explosion, collapse, or underground damage. d. Contractual Liability, expressly including the indemnity provisions assumed under this Contract. e. Separation of Insured Clause, providing that coverage applies separately to each insured, except with respect to the limits of liability. f. Independent CONTRACTOR's Liability. To the extent first dollar coverage, including defense of any claim, is not available to OCSD or any other additional insured because of any SIR, deductible, or any other form of self insurance, CONTRACTOR is obligated to CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 15 of 26 assume responsibility of insurer until the deductible, SIR or other condition of insurer assuming its defense and/or indemnity has been satisfied. CONTRACTOR shall be responsible to pay any deductible or SIR. g. If a crane will be used, the General Liability insurance will be endorsed to add Riggers Liability coverage or its equivalent to cover the usage of the crane and exposures with regard to the crane operators, riggers and others involved in using the crane. h. If divers will be used, the General Liability insurance will be endorsed to cover marine liability or its equivalent to cover the usage of divers. 2. Automobile Liability: The CONTRACTOR shall maintain a policy of Automobile Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Either(1)a combined single limit of Five Million Dollars ($5,000,000) and a general aggregate limit of Five Million Dollars ($5,000,000)for bodily injury, personal injury and property damage; Or alternatively, (2) Five Million Dollars ($5,000,000) per person for bodily injury and Two Million Dollars ($2,000,000) per accident for property damage. 3. Umbrella Excess Liability: The minimum limits of general liability and automobile liability insurance required, as set forth above, shall be provided for either in a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability. C-CA-011317 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 16 of 26 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/Employer's Liability: CONTRACTOR shall provide such Worker's Compensation Insurance as required by the Labor Code of the State of California, including employer's liability with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage with regard to Jones Act claims. Where permitted by law, CONTRACTOR hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OCSD, its or their officers, agents, or employees, and any other contractor or subcontractor performing Work or rendering services on behalf of OCSD in connection with the planning, development and construction of the Project. In all its insurance coverages related to the Work, CONTRACTOR shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OCSD, its or their officers, agents, or employees, or any other contractor or subcontractor performing Work or rendering services at the Project. Where permitted by law, CONTRACTOR shall require similar written express waivers and insurance clauses from each of its Subcontractors of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a)would otherwise have a duty of indemnification, contractual or otherwise, (b)did not pay the insurance premium, directly or indirectly, and (c)whether or not such individual or entity has an insurable interest in the property damaged. CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 17 of 26 Pollution Liability Insurance: CONTRACTOR shall purchase and maintain insurance for pollution liability covering bodily injury, property damage (including loss of use of damaged property or property that has not been physically injured or destroyed), cleanup costs, and defense costs (including costs and expenses for investigation, defense, or settlement of claims). Coverage shall carry limits of at least One Million Dollars ($1,000,000) and shall apply to sudden and non-sudden pollution conditions (including sewage spills), both at the site or needed due to migration of pollutants from the site, resulting from the escape or release of smoke, vapors, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials, or other irritants, contaminants or pollutants. If CONTRACTOR provides coverage written on a claims-made basis, OCSD has the right to approve or reject such coverage in its own discretion. If written on a claims- made basis, the CONTRACTOR warrants that any retroactive date applicable to coverage under the policy precedes the effective date of this Contract, and that continuous coverage will be maintained, or an extended discovery period will be exercised, for a period of two years beginning from the time that the Project under this Contract is completed. 6. Limits are Minimums: If CONTRACTOR maintains higher limits than the minimums shown in this Section, OCSD requires and shall be entitled to coverage for the higher limits maintained by the CONTRACTOR. B. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by OCSD. At the option of OCSD, either: the Insurer shall reduce or eliminate such deductibles or self- insured retentions as respects OCSD, its Directors, officers, agents, CONSULTANTS, and C-CA-011317 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 18 of 26 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 30 days prior notice of such an event to OCSD, CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 19 of 26 or to have its insurance broker/agent send to OCSD a certified letter describing the changes in coverage and any increase in deductible or SIR amounts. The certified letter must be sent Attention: Risk Management and shall be received not less than twenty (20) days prior to the effective date of the change(s). The letter must be signed by a Director or Officer of the broker/agent and must be on company letterhead, and may be sent via e-mail in pdf format. 3. Coverage shall not extend to any indemnity coverage for the active negligence of any additional insured in any case where an agreement to indemnify the additional insured would be invalid under California Civil Code Section 2782(b). 4. If required by a public agency from whom permit(s)will be obtained, each policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to specify by name the public agency and its legislative members, officers, agents, CONSULTANTS, and employees, to be additional insureds. D. Acceptability of Insurers Insurers must have an "A-", or better, Policyholder's Rating, and a Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best Rating Guide. OCSD recognizes that State Compensation Insurance Fund has withdrawn from participation in the A.M. Best Rating Guide process. Nevertheless, OCSD will accept State Compensation Insurance Fund for the required policy of worker's compensation insurance, subject to OCSD's option, at any time during the term of this Contract, to require a change in insurer upon twenty (20) days written notice. Further, OCSD will require CONTRACTOR to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONTRACTOR by OCSD or its agent. C-CA-011317 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 20 of 26 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. CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 21 of 26 a. Commercial General Liability Form CG-0001 10 01 b. Additional Insured Including Form CG-2010 10 01 and Products-Completed Operations Form CG-2037 10 01 C. Waiver of Transfer of Rights of Form CG-2404 11 85; or Recovery Against Others to Us/ Form CG-2404 10 93 Waiver of Subrogation 3. Required State Compensation Insurance Fund Endorsements a. Waiver of Subrogation Endorsement No. 2570 b. Cancellation Notice Endorsement No. 2065 4. Additional Required Endorsements a. Notice of Policy Termination Manuscript Endorsement 5. Pollution Liability Endorsements There shall be a Separation of Insured Clause or endorsement, providing that coverage applies separately to each insured, except with respect to the limits of liability. There shall also be an endorsement or policy language containing a waiver of subrogation rights on the part of the insurer. OCSD, its directors, officers, agents, CONSULTANTS and employees and all public agencies from whom permits will be obtained as well as their directors, officers, agents, and employees shall be included as insureds under the policy. Any additional insured endorsement shall contain language at least as broad as the coverage language contained in ISO form CG 20 10 11 85 or alternatively in both CG 20 10 10 01 and CG 20 37 10 01 together. SECTION-17 RISK AND INDEMNIFICATION All Work covered by this Contract done at the site of construction or in preparing or delivering materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR shall save, C-CA-011317 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 22 of 26 indemnify, defend, and keep OCSD and others harmless as more specifically set forth in General Conditions, "General Indemnification". SECTION-18 TERMINATION This Contract may be terminated in whole or in part in writing by OCSD in the event of substantial failure by the CONTRACTOR to fulfill its obligations under this Agreement, or it may be terminated by OCSD for its convenience provided that such termination is effectuated in a manner and upon such conditions set forth more particularly in General Conditions, "Termination for Default" and/or"Termination for Convenience", provided that no termination may be effected unless proper notice is provided to CONTRACTOR at the time and in the manner provided in said General Conditions. If termination for default or convenience is effected by OCSD, an equitable adjustment in the price provided for in this Contract shall be made at the time and in the manner provided in the General Conditions, "Termination for Default" and "Termination for Convenience". SECTION—19 WARRANTY The CONTRACTOR agrees to perform all Work under this Contract in accordance with the Contract Documents, including OCSD's designs, Drawings and Specifications. 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 CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 23 of 26 corrected deficiency until the later of(1)the remainder of the original one-year warranty period; or(2)one year after acceptance by OCSD of the corrected Work. The Performance Bond and the Payment Bond shall remain in full force and effect through the guarantee period. The CONTRACTOR's obligations under this clause are in addition to the CONTRACTOR's other express or implied assurances under this Contract, including but not limited to specific manufacturer or other extended warranties specified in the Plans and Specifications, or state law and in no way diminish any other rights that OCSD may have against the CONTRACTOR for faulty materials, equipment or Work. SECTION-20 ASSIGNMENT No assignment by the CONTRACTOR of this Contract or any part hereof, or of funds to be received hereunder, will be recognized by OCSD unless such assignment has had prior written approval and consent of OCSD and the Surety. SECTION—21 RESOLUTION OF DISPUTES OCSD and the CONTRACTOR shall comply with the provisions of California Public Contract Code Section 20104 at. seq., regarding resolution of construction claims for any Claims which 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. C-CA-011317 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 24 of 26 SECTION-23 NOTICES Any notice required or permitted under this Contract may be given by ordinary mail at the address set forth below. Any party whose address changes shall notify the other party in writing. TO OCSD: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Clerk of the Board Copy to: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Construction Manager Bradley R. Hogin, Esquire Woodruff, Spradlin &Smart 555 Anton Boulevard Suite 1200 Costa Mesa, California 92626 TO CONTRACTOR: CDC Engineering and Technology 5675 Walnut Ridge Drive Agoura, CA 91301 Copy to: Oved Dagan, President ODC Engineering and Technology 5675 Walnut Ridge Drive Agoura, CA 91301 CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 25 of 26 IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the date first hereinabove written. CONTRACTOR: ODC Engineering and Technology 5675 Walnut Ridge Drive Agoura, CA 91301 By Printed Name Its CONTRACTOR's State License No. 822239 (Expiration Date—07/31/2017) 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 C-CA-011317 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 26 of 26 EXHIBIT A SCHEDULE OF PRICES C-EXA-080414 TABLE OF CONTENTS EXHIBIT A SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION.............................................................................1 EXA-2 PROGRESS PAYMENTS ..................................................................................1 EXA-3 RETENTION AND ESCROW ACCOUNTS........................................................1 EXA-4 STOP PAYMENT NOTICE.................................................................................3 EXA-5 PAYMENT TO SUBCONTRACTORS................................................................3 EXA-6 PAYMENT OF TAXES .......................................................................................3 EXA-7 FINAL PAYMENT...............................................................................................4 EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT...5 ATTACHMENT 1 -CERTIFICATION FOR REQUEST FOR PAYMENT.........................7 ATTACHMENT 2-SCHEDULE OF PRICES...................................................................8 C-EXA-080414 EXHIBIT A SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION CONTRACTOR will be paid the Contract Price according to the Schedule of Prices, and all other applicable terms and conditions of the Contract Documents. EXA-2 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. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 1 of 8 B. Substitution of Securities: CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities' Payment of Escrow Agent: In lieu of substitution of securities as provided above, the CONTRACTOR may request and OCSD shall make payment of retention earned directly to the escrow agent at the expense of the CONTRACTOR. At the expense of the CONTRACTOR, the CONTRACTOR may direct the investment of the payments into securities consistent with Government Code §16430 and the CONTRACTOR shall receive the interest earned on the investments upon the same terms provided for in this article for securities deposited by the CONTRACTOR. Upon satisfactory completion of the Contract, the CONTRACTOR shall receive from the escrow agent all securities, interest and payments received by the escrow agent from OCSD, pursuant to the terms of this article. The CONTRACTOR shall pay to each Subcontractor, not later than twenty (20)calendar days after receipt of the payment, the respective amount of interest earned, net of costs attributed to retention withheld from each Subcontractor, on the amount of retention withheld to ensure the performance of the Subcontractor. The escrow agreement used by the escrow agent pursuant to this article shall be substantially similar to the form set forth in §22300 of the California Public Contract Code. C. Release of Retention: Upon Final Acceptance of the Work, the CONTRACTOR shall submit an invoice for release of retention in accordance with the terms of the Contract. D. Additional Deductibles: In addition to the retentions described above, OCSD may deduct from each progress payment any or all of the following: 1. Liquidated Damages that have occurred as of the date of the application for progress payment; 2. Deductions from previous progress payments already paid, due to OCSD's discovery of deficiencies in the Work or non-compliance with the Specifications or any other requirement of the Contract; 3. Sums expended by OCSD in performing any of the CONTRACTOR'S obligations under the Contract that the CONTRACTOR has failed to perform, and; 4. Other sums that OCSD is entitled to recover from the CONTRACTOR under the terms of the Contract, including without limitation insurance deductibles and assessments. C-EXA-080414 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8 AND AREA PAVING 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. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING 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) calendar days after receipt of recommended changes from OCSD, the CONTRACTOR will make the changes, or list Claims that will be filed as a result of the changes, and shall submit the revised application for Final Payment. Upon C-EXA-080414 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8 AND AREA PAVING Page 4 of 8 acceptance by OCSD, the revised application for Final Payment will become the approved application for Final Payment. 4. If no Claims have been filed with the initial or any revised application for Final Payment, and no Claims remain unsettled within thirty-five (35) calendar days after Final Acceptance of the Work by OCSD, and agreements are reached on all issues regarding the application for Final Payment, OCSD, in exchange for an executed release, satisfactory in form and substance to OCSD, will pay the entire sum found due on the approved application for Final Payment, including the amount, if any, allowed on settled Claims. 5. The release from the CONTRACTOR shall be from any and all Claims arising under the Contract, except for Claims that with the concurrence of OCSD are specifically reserved, and shall release and waive all unreserved Claims against OCSD and its officers, directors, employees and authorized representatives. The release shall be accompanied by a certification by the CONTRACTOR that: a. It has resolved all Subcontractors, Suppliers and other Claims that are related to the settled Claims included in the Final Payment; b. It has no reason to believe that any party has a valid claim against the CONTRACTOR or OCSD which has not been communicated in writing by the CONTRACTOR to OCSD as of the date of the certificate; c. All warranties are in full force and effect, and; d. The releases and the warranties shall survive Final Payment. 6. If any claims remain open, OCSD may make Final Payment subject to resolution of those claims. OCSD may withhold from the Final Payment an amount not to exceed one hundred fifty percent (150%) of the sum of the amounts of the open claims, and one hundred twenty-five percent (125%) of the amounts of open stop payment notices referred to in article entitled stop payment notices herein. 7. The CONTRACTOR shall provide an unconditional waiver and release on final payment from each Subcontractor and Supplier providing Work under the Contract(per Civil Code Section 8138) and an unconditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8138)within thirty (30)days of receipt of Final Payment. EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT Notwithstanding OCSD's acceptance of the application for Final Payment and irrespective of whether it is before or after Final Payment has been made, OCSD shall not be precluded from subsequently showing that: 1. The true and correct amount payable for the Work is different from that previously accepted; CONFORMED C-EXA-080414 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 5 of 8 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. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8 AND AREA PAVING 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 Acts to knowingly present or cause to be presented to OCSD a false claim for payment or approval. A claim includes a demand or request for money. It is also a violation of the False Claims Acts to knowingly make use of a false record or statement to get a false claim paid. The term "knowingly" includes either actual knowledge of the information, deliberate ignorance of the truth or falsity of the information, or reckless disregard for the truth or falsity of the information. Proof of specific intent to defraud is not necessary under the False Claims Acts. I understand that the penalties under the Federal False Claims Act and State of California False Claims Act are non-exclusive, and are in addition to any other remedies which OCSD may have either under contract or law. I hereby further certify, to the best of my knowledge and belief, that: 1. The amounts requested are only for performance in accordance with the Specifications, terms, and conditions of the Contract; 2. Payments to Subcontractors and Suppliers have been made from previous payments received under the Contract, and timely payments will be made from the proceeds of the payment covered by this certification; 3. This request for progress payments does not include any amounts which the prime CONTRACTOR intends to withhold or retain from a Subcontractor or Supplier in accordance with the terms and conditions of the subcontract; and 4. This certification is not to be construed as Final Acceptance of a Subcontractor's performance. Name Title Date CONFORMED C-EXA-080414 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 7 of 8 ATTACHMENT 2—SCHEDULE OF PRICES See next pages from the Bid Submittal Forms (ODC Engineering and Technology) BF-14 Schedule of Prices, Pages 1-4 C-EXA-080414 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8 AND AREA PAVING Page 8 of 8 DOC EWM%RING 8 7ECMi*LOGY Bid Submitted By: (Nam of Firm) BF-14 SCHEDULE OF PRICES INSTRUCTIONS A. General For Unit Prices, it is understood that the following quantifies are approximate only and are solely for the purpose of estimating the comparison of Bids, and that the actual value of Work will be computed based upon the actual quantities in the completed Work,whether they be more or less than those shown. CONTRACTOR'S compensation for the Work under the Contract Documents will be computed based upon the lump sum amount of the Contract at time of award, plus any additional or deleted costs approved by OCSD via approved Change Orders,pursuant to the Contract Documents. Bidder shall separately price and accurately reflect costs associated with each line item, leaving no blanks. Any and all modifications to the Bid must be initialed by an authorized representative of the Bidder in accordance with the Instructions to Bidders, Preparation of Bid. Bidders are reminded of Instruction to Bidders, Discrepancy in Bid Items, which, in summary, provides that the total price for each item shall be based on the Unit Price listed for each item multiplied by the quantity; and the correct Total Price for each item shall be totaled to determine the Total Amount of Bid. All applicable costs including overhead and profit shall be reflected in the respective unit costs and the TOTAL AMOUNT OF BID. The Bid price shall include all costs to complete the Work, including profit overhead etc unless otherwise specified in the Contract Documents All applicable sales taxes state and/or federal and any other special taxes patent 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 Contract Documents. Bidders shall accurately reflect the cost to perform the Work. OCSD may reject unbalanced Bids. Refer to Part 2—INSTRUCTIONS TO BIDDERS. BF-14 SCHEDULE OF PRICES C-BF-021115 CONTRACT NO. PIA 15B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8 AND AREA PAVING Page 1 of 4 \ f \ \ V )7q dOZ° 2§; m 0\ � \ \ # \ no AS . - ! — « , — _ w \ m � k /) ) { q (/ ! • v! ! $ /f \ ° ` {� \)0 aE $ |! — : E — k \cc 0 / a {)� a / \E,A )) /)}k/)) « ! 9 k k! \ \ k\ kk � [ M0 !0 ) ) / k/) {} 0 �) k � kk {\ _ - 16 / \ \\\ 6§§ j0 00 - % ( / § & § 7 ƒ = ! k ! : ` \ \ {\ { / \o | 222f § | ` 2 MW ` G \ �2 )j\ ! § 2 ! ! IA | (/\ k M )« � � f § E! E , {, 5 (k0 2 \ /\\ \ (\t! ■ ! /! Fn Lx E 16 \ 0 ! E ) \f)7 _ = } // \ a k \ / = : \ } Lo OM\\ O � w {w 0 ) |! a « \ �kp > \ (f § ` \ 2° } ° # § ( \ E _ \ m IR � ! e \ § & \ S : S}/D \ § � E - - | e., ■ e , | ze k tkkWg ! | ) § kk ! f£ ! WE dE J tE \\ ! ! F20z ! w; O £ ! $ m \ | { ! E <§ § ■ § Ole< BOARD OF DIRECTORS Meeting Date To Bd.of Dir. -- 06/28/17 AGENDA REPORT emNamber Item 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: LANE CHANNEL CROSSING PROJECT— PROJECT NO. FE16-11 GENERAL MANAGER'S RECOMMENDATION A. Approve a Sole Source Professional Design and Construction Support Services Agreement with HDR Engineering, Inc. to provide engineering services for Lane Channel Crossing Project, Project No. FE16-11, for an amount not to exceed $131,939; and B. Approve a contingency of$13,194 (10%). BACKGROUND The Orange County Sanitation District (Sanitation District) owns and maintains the Von Karman Trunk Sewer, including a 36-inch sewer inside a concrete encasement under the Orange County Flood Control District's (OCFCD) Lane Channel. In addition, the Sanitation District has two manholes on the channel levees. This section of sewer is located at the intersection of Von Karman Avenue and the Interstate 405 freeway in the City of Irvine. In 1965, the County of Orange received a dedicated easement from a private party who maintains land ownership. In 1987, the Sanitation District obtained a permanent encroachment permit with the County of Orange. RELEVANT STANDARDS • Maintain collaborative and cooperative relationships with neighboring agencies • Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting • Less than 2.1 sewer spills per 100 miles PROBLEM Lane Channel has significant erosion in the vicinity of the Sanitation District's Von Karmen Trunk sewer. OCFCD is leading a project to restore and improve the condition of Lane Channel (Restoration Project) and the Sanitation District's sewer is within the restoration area. If not properly protected, the OCFCD's construction activities could adversely affect the Sanitation District sewer and manholes. Page 1 of 4 PROPOSED SOLUTION Engage HDR Engineering, Inc. (HDR) through a sole source Professional Design and Construction Support Services Agreement to design a sewer protection plan for the Sanitation District's Von Karman Trunk Sewer, concrete encasement, and manholes. TIMING CONCERNS The Sanitation District would like Lane Channel restored as soon as possible to reduce risk for the sewer and manholes. OCFCD intended to bid the Restoration Project in late October 2017 and award the contract in February 2018. RAMIFICATIONS OF NOT TAKING ACTION Without a sewer protection plan design, the OCFCD Restoration Project will be further delayed. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION In 2015, the Sanitation District became aware of the erosion in Lane Channel and took steps to reduce risk for the Sanitation District in the event of further erosion prior to implementation of the OCFCD Restoration Project. As part of the Restoration Project, OCFCD will increase the level of flood protection for the residents and businesses within the flood plain by reducing or eliminating potential for personal injury and property damage due to flooding. The project goal is to improve this flood control channel reach and stop eroding sediment from the channel slopes from entering the San Diego Creek Channel. The channel has severely eroded over the years and poses a danger to adjacent office buildings, the Interstate 405 freeway, and northbound Interstate 405 at the MacArthur Boulevard off-ramp. OCFCD permitted the Sanitation District to install, operate, and maintain the Von Karman Trunk Sewer within the OCFCD's channel in 1987. As a condition of the permit, OCFCD stipulated that the Sanitation District relocate the sewer upon written notice and do so at its expense, when necessary for the construction, reconstruction, improvement, or alteration of the OCFCD's works. The sewer line is in conflict with the Restoration Project and OCFCD has requested the Sanitation District either relocate the sewer line or provide protection plans for the sewer during the Restoration Project construction. In lieu of relocating the sewer, the Sanitation District has agreed to fund the protection plan preparation. In December 2016, OCFCD notified the Sanitation District to relocate its sewer or provide a protection plan; however, the Sanitation District could not procure an engineering Page 2 of 4 consultant to prepare the protection plan to meet the OCFCD schedule. It was agreed to have the Sanitation District reimburse OCFCD for consultant services. HDR began work under contract with OCFCD in February 2017 and completed a sewer protection plan for the OCFCD Restoration Project on behalf of the Sanitation District. HDR completed the design work and incorporated OCFCD comments in March 2017. In late April 2017, OCFCD's design consultant (Geosyntec) required a higher level of protection for the Sanitation District sewer that requires HDR to redesign the sewer protection plan. The Sanitation District, in consultation with OCFCD, decided to contract with HDR directly through a sole source contract and requested a proposal in May 2017. Review of Fee Proposal and Negotiations: A proposal was submitted by HDR on June 1, 2017 and staff negotiated to clarify the requirements of the scope of work, the assumptions used for the estimated level of effort, and the proposed approach to meet the goals and objectives for the project. Original Proposal Negotiated Work Completed to Date $35,600 $35,600 Total Hours 576 529 Total Fee $136,585 $131,939 Based on the above, staff has determined that the final negotiated fee is fair and reasonable for the level of effort required for this project and recommends award of the Professional Design and Construction Support Services Agreement to HDR. The negotiated fee of $131,939 includes $35,600 for the initial design work while under contract with OCFCD, $70,604 for the remaining design work, and $25,735 for construction support services. CEQA OCFCD is the lead agency and has determined the project to be categorically exempt. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted and the budget is sufficient for the recommended action. FY Budget 2016-17 & 2017-18, Section 8, Page 39. Date of Approval Contract Amount Contingency 06/28/17 $131,939 $13,194 Page 3 of 4 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: Professional Design and Construction Support Services Agreement CD:sa:gc Page 4 d 4 PROFESSIONAL DESIGN AND CONSTRUCTION SUPPORT SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 280 day of June, 2017 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and HDR ENGINEERING, INC., for purposes of this Agreement hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, the SANITATION DISTRICT has determined the need for additional professional engineering design services in support of a Temporary Sewer Protection Plan originally prepared by CONSULTANT under separate contract with the Orange County Public Works/Orange County Flood Control District, and therefore desires to engage the CONSULTANT to provide Professional Design and Construction Support Services for Lane Channel Crossing, Project No. FE16-11; and, WHEREAS, CONSULTANT is qualified to provide the necessary services for Professional Design and Construction Support Services in connection with these requirements; and, WHEREAS, the SANITATION DISTRICT has adopted procedures in accordance with the SANITATION DISTRICT Board of Directors' Ordinance No. OCSD-47 Section 4.03 (A)for engineering services and has proceeded in accordance with said procedures to perform this work; and, WHEREAS, at its regular meeting on June 28, 2017 the Board of Directors, by Minute Order, approved this Agreement between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications, and other services furnished by the CONSULTANT under this Agreement, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. PDCSSA PROJECT NO.FE16-11 Revised 011017 LANE CHANNEL CROSSING Page 1 of 19 B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall perform all work in accordance with the customary standards of engineering practice recognized by members of CONSULTANT's profession practicing at the same time and in the same locality. CONSULTANT shall respond to all comments, suggestions, and recommendations on the SANITATION DISTRICT's review comment sheets (i.e. DS1, DS2 and DS3). All comments shall be incorporated into the design prior to the next submittal deadline or addressed, in writing, as to why the comment has not been incorporated. CONSULTANT shall perform QA/QC to provide a greater degree of assurance that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization, "or equal status", spelling, punctuation, etc.) C. In the event that work is not performed to the reasonable satisfaction of the SANITATION DISTRICT and does not conform to the requirements of this Agreement or any applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All CADD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using the SANITATION DISTRICT standard software. Conversion of CADD work from any other non-standard CADD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall be subject to an acceptance period of five (5) calendar days during which the SANITATION DISTRICT shall perform appropriate acceptance tests. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANITATION DISTRICT. E. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that (a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, (b)subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. PDCSSA PROJECT NO.FE16-11 Revised 011017 LANE CHANNEL CROSSING Page 2 of 19 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed One Hundred Thirty One Thousand Nine Hundred Thirty Nine Dollars ($131,939). Total compensation to CONSULTANT including burdened labor(salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s)fees and costs shall not exceed the sum set forth in Attachment"E" - Fee Proposal. B. Labor As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits)actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment"E"- Fee Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment"E"- Fee Proposal. PDCSSA PROJECT NO.FE16-11 Revised 011017 LANE CHANNEL CROSSING Page 3 of 19 E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment"E"- Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Suboonsultant total compensation on an hourly-rate basis and as specified in the Scope of Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. F. Direct Costs The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts, see Attachment"D"—Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 -COMPENSATION above. G. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications in scope of work resulting from field investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to attachment"D"Allowable Direct Costs for payment information. H. Reimbursable Direct Costs The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment"D"-Allowable Direct Costs to this Agreement. The reimbursement of the above mentioned expenses will be based on an "accountable plan" as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at 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 limited to travel, lodging and meals arrangements. The SANITATION DISTRICT shall apply the PDCSSA PROJECT NO.FE16-11 Revised 011017 LANE CHANNEL CROSSING Page 4 of 19 most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem' as deemed the most practical. CONSULTANT shall be responsible for returning to the SANITATION DISTRICT any excess reimbursements after the reimbursement has been paid by the SANITATION DISTRICT. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT general geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel meal reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"-Allowable Direct Costs of this Agreement. I. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. PDCSSA PROJECT NO.FE16-11 Revised 011017 LANE CHANNEL CROSSING Page 5 of 19 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total compensation is not increased. 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 -AUDIT PROVISIONS. B. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2- COMPENSATION hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project element work performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. If the SANITATION DISTRICT determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element. He may, at his discretion, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each project element or the project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 -COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. PDCSSA PROJECT NO.FE16-11 Revised 011017 LANE CHANNEL CROSSING Page 6 of 19 D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work, including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. F. Pursuant to the California False Claims Act (Government Code Sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this Agreement may be held liable for treble damages and up to a ten thousand dollars ($10,000) civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or e) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees and/or Subconsultants who will perform Work during the design, preconstruction and construction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code PDCSSA PROJECT NO.FE16-11 Revised 011017 LANE CHANNEL CROSSING Page 7 of 19 Section 1771.4(a) (3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to the SANITATION DISTRICT and/or general public upon request, provided the public request is made through the SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). 6. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS A. Ownership of Documents for the Professional Services performed. All documents, including but not limited to, original plans, studies, sketches, drawings, computer printouts and disk files, and specifications prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the plans or specifications, where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 7. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to PDCSSA PROJECT NO.FE16-11 Revised 011017 LANE CHANNEL CROSSING Page 8 of 19 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. AutomotiveNehicle Liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of Two Million Dollars ($2,000,000) or alternatively, Two Million Dollars ($2,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. PDCSSA PROJECT NO.FE16-11 Revised 011017 LANE CHANNEL CROSSING Page 9 of 19 E. Drone Liability Insurance NOT USED 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. PDCSSA PROJECT NO.FE16-11 Revised 011017 LANE CHANNEL CROSSING Page 10 of 19 H. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010)or equivalent. • Additional Insurance (ISO Form) CG2010 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 approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. 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 Risk Management, and shall be received by the SANITATION DISTRICT not less than thirty (30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. PDCSSA PROJECT NO.FE16-11 Revised 011017 LANE CHANNEL CROSSING Page 11 of 19 J. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs General and Automobile 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. Subconsultanls The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. 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. PDCSSA PROJECT NO.FE16-11 Revised 011017 LANE CHANNEL CROSSING Page 12 of 19 8. SCOPECHANGES In the event of a change in the Scope of Work, requested by SANITATION DISTRICT, the parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONSULTANT's fees. 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each Subconsultant and each CONSULTANT's project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant on a per-project-element basis, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's personnel are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this Agreement requires the services of a registered engineer, such services hereunder will be performed under the direct supervision of registered engineers. 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit in accordance with generally accepted government audit standards, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted accounting principles. The CONSULTANT shall make PDCSSA PROJECT NO.FE16-11 Revised 011017 LANE CHANNEL CROSSING Page 13 of 19 available to the SANITATION DISTRICT for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all project related accounting records and documents, and any other financial data. Audits shall be completed within 60 days. CONSULTANT shall be entitled to a copy of the audit report. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of the SANITATION DISTRICT. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notices shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Gary V. Prater, Principal Contracts Administrator Copy: Carla Dillon, Project Manager Notices shall be mailed to CONSULTANT at: HDR ENGINEERING, Inc. 3230 El Camino Real Suite 200 Irvine, CA 92602 Attention: Janelle Moyer, PE, CFM, ENV SP All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT's staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 14. TERMINATION The SANITATION DISTRICT may terminate this Agreement at any time, without cause, upon giving 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. The SANITATION PDCSSA PROJECT NO.FE16-11 Revised 011017 LANE CHANNEL CROSSING Page 14 of 19 DISTRICT may also terminate this Agreement for cause but only after providing CONSULTANT written notice of the breach and a reasonable opportunity to cure which shall not exceed 15 days. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT and/or CONSULTANT in accordance with Section 13- NOTICES. 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by the SANITATION DISTRICT. 16. COMPLIANCE CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each party is a person duly authorized to execute agreements for that party. 18. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS'), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. PDCSSA PROJECT NO.FE16-11 Revised 011017 LANE CHANNEL CROSSING Page 15 of 19 20. PROGRESS REPORTS Monthly progress reports shall be submitted for review by the tenth day of the following month and must include as a minimum: 1) current activities, 2)future activities, 3) potential items that are not included in the Scope of Work, 4) concerns and possible delays, 5) percentage of completion, and 6) budget status. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, consultants, and agents (collectively the"Indemnified Parties'), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses including without limitation, attorneys'fees, disbursements and court costs, and all other professional, expert or consultants fees and costs and the SANITATION DISTRICT's general and administrative expenses (individually, a "Claim", or collectively, "Claims') which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, consultants, subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising from: (A)the sole or active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, consultant, subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. PDCSSA PROJECT NO.FE16-11 Revised 011017 LANE CHANNEL CROSSING Page 16 of 19 CONSULTANT's liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT's indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the 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. 24. CONSULTANT PERFORMANCE The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the SANITATION DISTRICT and may be considered in future CONSULTANT selection processes. 25. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, as applicable, all of which may be amended from time to time. 26. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the Agreement is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in PDCSSA PROJECT NO.FE16-11 Revised 011017 LANE CHANNEL CROSSING Page 17 of 19 accordance with the terms of the Agreement, the SANITATION DISTRICT shall give the Consultant written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30)days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT's cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in this Agreement. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or agreement with, the CONSULTANT's request for final Agreement Acceptance. 27. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PDCSSA PROJECT NO.FE16-11 Revised 011017 LANE CHANNEL CROSSING Page 18 of 19 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: HDR ENGINEERING, 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 Attachment"B" Not Used Attachment"C" Not Attached Attachment"D" Allowable Direct Costs Attachment"E" Fee Proposal Attachment"F" Not Used Attachnent"G" Not Used Attachment"H" Not Used Attachment"I" Cost Matrix and Summary Attachment"J" Not Used Attachment X' Not Used Attachment"L" OCSD Safety Standards PDCSSA PROJECT NO.FE16-11 Revised 011017 LANE CHANNEL CROSSING Page 19 of 19 BOARD OF DIRECTORS Meeting Date To Bd.of Dir. -- 06/2a/17 AGENDA REPORT IternNamber IemNumber a Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: PLANT NO. 1 PRIMARY CLARIFIER REHABILITATION GENERAL MANAGER'S RECOMMENDATION A. Approve a Purchase Order to Frost Company for the mechanical rehabilitation and overhaul of 10 Primary Clarifiers at Plant No. 1, in accordance with Section 1.07B of the Purchasing Ordinance No. OCSD47, for a total not to exceed $385,000, plus applicable tax; and B. Approve a contingency of$ 77,000 (20%). BACKGROUND The primary clarifiers are the work horse of the wastewater treatment process and are critical to our ability to meet both effluent treatment standards and provide quality water to the Orange County Water District (OCWD) for reclamation. Recently, we have experienced breakdowns impacting five of our primary clarifiers, which affects our ability to process wastewater efficiently. Due to the significant level of effort involved and time sensitivity, this work would be best handled through a contractor on an immediate basis. RELEVANT STANDARDS • 24/7/365 treatment plant reliability • Meet volume and water quality needs to support GW RS System • Maintain a proactive asset management program PROBLEM All influent wastewater must go through primary treatment. Due to recent failures of five primary clarifiers and the worsening condition of an additional five primary clarifiers at Plant No. 1, we are at risk of having to divert flow from Plant No. 1 to Plant No. 2, which would place us at a higher risk during the wet weather season, as well as reduce the amount of flow available to the Groundwater Replenishment System (GWRS). PROPOSED SOLUTION It is proposed to proceed with urgent mechanical rehabilitation and overhaul of 10 primary clarifiers at Plant No. 1 as an emergency procurement in accordance with Section 1.07B of the Purchasing Ordinance No. OCSD47, "critical and time sensitive procurement", Page 1 of 2 where time is of the essence and the Orange County Sanitation District (Sanitation District) does not have sufficient time to solicit bids or proposals. TIMING CONCERNS This project is time sensitive due to the upcoming wet weather season, which is predicted to be an "El Nino' year, and our partnership with OCWD to produce 100 mgd of indirect potable water. This action will speed up the process by approximately four months, as opposed to the normal Request for Proposal process. This will help us to complete these activities before the wet weather season and minimize the impact to GWRS. RAMIFICATIONS OF NOT TAKING ACTION Failure to take action may impact our readiness to treat severe storm flows during the upcoming wet weather season, as well as our ability to supply the desired quantity of effluent water to the GWRS. ADDITIONAL INFORMATION Frost Company was selected to serve the urgent primary clarifier rehabilitation needs of the Sanitation District due to their qualifications and experience servicing the mechanical systems of our primary clarifiers. Frost Company has successfully demonstrated their ability to provide emergency mechanical type support to the Sanitation District, on both the primary clarifiers at Plant No. 1 and truck loading facility at Plant No. 2. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the Division 870 budget (Line Item: Repairs and Maintenance, Section 6, Page 92). Project contingency funds will not be used for this contract. Date of ADDroval Contract Amount Continaencv 6/28/2017 $385,000 $77,000 (20%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A Page 2 of 2 BOARD OF DIRECTORS Meeting Date To Bd.of Dir. -- 06/2a/17 AGENDA REPORT IternNamber Item Number s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Administrative Services SUBJECT: REQUEST FOR FUNDING —WASTEWATER FLOW & LOADING STUDY GENERAL MANAGER'S RECOMMENDATION 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$83,600. BACKGROUND The Orange County Sanitation District's (Sanitation District)goal has always been to fairly and equitably allocate the cost of wastewater management to all its customers in a cost- effective manner. Agencies throughout the state, including the Sanitation District, use engineering estimates of average loadings (wastewater Flowrates and strength data according to use category)to proportionately allocate wastewater management costs and minimize administrative expense. Water suppliers have established more aggressive water conservation measures in response to drought conditions and, therefore, it is prudent to review the wastewater loadings at this time and update them, if necessary, to ensure that they accurately reflect current wastewater characteristics. California Association of Sanitation Agencies (CASA) has coordinated a statewide wastewater flow and loading study that is funded by participating sanitation agencies across the state. The cost of the study is shared amongst participating agencies in proportion to discharge volume. The estimated total cost of the first phase of the study is $375,000. The Sanitation District contributed $82,500 toward the cost of the first phase of the study. In return, the Sanitation District is participating in structuring the study and will have access to the results of the study. CASA is now preparing for Phase1 B of the study and the Sanitation District's contribution is $83,600. Phase 1 B consists of a pilot study that is included in the original contract as an optional task requiring funding by each of the participating agencies. The pilot study will be designed to characterize flow and loads from single family and multi-family residential areas. The Los Angeles County Sanitation District has been chosen to serve as the site for the pilot study. RELEVANT STANDARDS Ensure the public's money is wisely spent Page 1 of 2 PROBLEM Water suppliers have established more aggressive water conservation measures in response to drought conditions; therefore, it is prudent to review the wastewater loadings at this time and update them, if necessary, to ensure that they accurately reflect current wastewater characteristics. PROPOSED SOLUTION CASA has coordinated a statewide wastewater flow and loading study to be funded by participating sanitation agencies across the state. TIMING CONCERNS In order to move forward with Phase 1 B of the wastewater flow and loading study, CASA needs the commitment from the Sanitation District no later than July 151. RAMIFICATIONS OF NOT TAKING ACTION Without the commitment of the Sanitation District, the sampling pilot study will not be able to move forward and maintain the timeline that is needed to collect accurate flow and loading information. PRIOR COMMITTEE/BOARD ACTIONS November 2016 - Board approved a contribution of $82,500 toward the cost of the first phase of the flow and loading study. ADDITIONAL INFORMATION N/A CEQA N/A FINANCIAL CONSIDERATIONS This contribution pledge of $83,600 has not been budgeted. However, budgeted funds are available from other budgeted line items with expected savings and, upon Board approval, these funds will be transferred to cover this item. In total, actual operating costs for FY 2016-17 will not exceed the annual operating budget. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: • Participating Agency Contribution Pledge Form —CASA Flow and Loading Study Page 2 of 2 California Association of Sanitation Agencies Flow and Loading Study Project Participating Agency Contribution Pledge Form Phase 1B Please Respond by August 1, 2017 Agency: Orange County Sanitation District Contact Name: Telephone & Email: My agency is committed to contributing the following amount to Phase 1 B of the Flow and Loading Study project being managed by CASA. I understand that CASA will be sending an invoice (or series of invoices)for the following total contribution amount in the future: $ 83 600.00 The relative agency contribution levels have been determined per the funding share agreement that was previously distributed to all counsel. Please return Contribution Commitment Form to: Adam D. Link, CASA Director of Government Affairs 1225 81`Street,Suite 595 Sacramento, CA 95814 Telephone: (916)446-0388 E-Mail: alink@casaweb.org You do not need to send a check at this time. You will receive an invoice based upon your pledge. Signature: Date: Thank You! BOARD OF DIRECTORS Meeting Date Toed.of Dir. -- fl6/24/17 AGENDA REPORT emNumber Item 6 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 2017 GENERAL MANAGER'S RECOMMENDATION Receive and file the report of the Investment Transactions for the month of May 2017. 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, 2017. RELEVANT STANDARDS • CA Government Code Section 53607 PRIOR COMMITTEE/BOARD ACTIONS 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: • Report of the Investment Transactions for the month ended May 31, 2017 Page 1 d 1 C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 4/30/17 Thru 5/31/17 Transaction Settlement Acq/Disp Interest ,Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss ACQUISITIONS Purchase 05/01/2017 261908107 28,525.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 28,525.00 0.00 28,525.00 0.00 Purchase 05/01/2017 261908107 4,000,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 4,000,000.00 0.00 4,000,000.00 0.00 Purchase 05/02/2017 261908107 3,206.02 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 3,206.02 0.00 3,206.02 0.00 Purchase 05/02/2017 261908107 8,089.15 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 8,089.15 0.00 8,089.15 0.00 Purchase 05/02/2017 261908107 13.30 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 13.30 0.00 13.30 0.00 Purchase 05/02/2017 808513AK1 1,000,000.00 Charles Schwab Corp Callable Nate Cant 100.110 1.37% 1,001,100.00 2,166.67 1,003,266.67 0.00 2/10/2018 1.5%Due 3/10/2018 Purchase 05/03/2017 261908107 1,163,335.21 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 1,163,335.21 0.00 1,163,335.21 0.00 Purchase 05/03/2017 313589JQ7 7,000,000.00 FNMA Discount Note 99.808 0.84% 6,986,525.00 0.00 6,986,525.00 0.00 0.82%Due 7/26/2017 Purchase 05/05/2017 261906107 5.220.83 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 5,220.83 0.00 5,220.83 ODD Purchase 05/05/2017 261906107 3,000,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 3,000,000.00 0.00 3,000,000.00 ODD Purchase 05/05/2017 261906107 9.713.77 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 9,713.77 0.00 9,713.77 ODD Purchase 05/08/2017 261906107 2.163.35 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 2,163.35 0.00 2,163.35 ODD Purchase 05/08/2017 261906107 10,500ol) Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 10,500.00 0.00 10,500.00 ODD Purchase 05/08/2017 261906107 600,000DO Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 600,000.00 0.00 600,000.00 ODD Purchase 05/08/2017 261908107 1,000,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 1,000,000.00 0.00 1,000,000.00 ODD Purchase 05/08/2017 3135GOT45 5,000,000.00 FNMA Note 99.450 1.99% 4,972,500.00 7,291.66 4,979,791.66 ODD 1.875%Due 4/5/2022 Purchase 05/08/2017 86958JMUO 1,000,000.00 Svenska Handelsbanken Yankee CD 100.002 1.17% 1,000,019.85 97.92 1,000,117.77 ODD 1.175%Due 10/2/2017 Purchase 05/09/2017 261908107 6.720.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 6,720.00 0.00 6,720.00 ODD Purchase 05/12/2017 313385JX5 4,000,000.00 FHLB Discount Note 99.795 0.91 % 3,991,800.00 0.00 3,991,800.00 ODD 0.9%Due 8/2/2017 Purchase OSIISQ017 261906107 1,000,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 1,000,000.00 0.00 1,000,000.00 ODD Purchase OSIISQ017 261906107 18,820ol) Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 18,820.00 0.00 18,820.00 ODD Purchase OSIISQ017 261906107 8.000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 8,000.00 0.00 8,000.00 ODD Purchase OSIISQ017 261906107 3.657.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 3,657.00 0.00 3,657.00 ODD Purchase OSIISQ017 261906107 1.958.67 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 1,958.67 0.00 1,958.67 ODD Purchase OSIISQ017 261906107 22.67 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 22.67 0.00 22.67 ODD Purchase 05/15/2017 261906107 2.096.58 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 2,096.58 0.00 2,096.58 ODD Purchase 05/15/2017 261906107 292,385.73 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 292,385.73 0.00 292,385.73 ODD Chandler Asset Management-CONFIDENTIAL Page 1 a.cotbn Tim.:6/12017 8:41:59 PM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 4/30/17 Thru 5/31/17 Transaction Settlement Acq/Disp Interest ,Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss ACQUISITIONS Purchase 05/15/2017 261908107 1,762.50 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 1,762.50 0.00 1,762.50 0.00 Purchase 05/15/2017 261908107 2,742.67 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 2,742.67 0.00 2,742.67 0.00 Purchase 05/15/2017 261908107 388,500.50 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 388,500.50 0.00 388,500.50 0.00 Purchase 05/1SQ017 261908107 1,672.13 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 1,672.13 0.00 1,672.13 0.00 Purchase 05/1SQ017 261908107 172,566.85 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 172,566.85 0.00 172,566.85 0.00 Purchase 05/1SQ017 261908107 200,321.77 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 200,321.77 0.00 200,321.77 0.00 Purchase 05/16/2017 261908107 26,250.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 26,250.00 0.00 26,250.00 0.00 Purchase 05/16/2017 261908107 1,028.02 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 1,028.02 0.00 1,028.02 0.00 Purchase 05/16/2017 40428HPH9 1,000,000.00 HSBC USA Inc Note 100.034 1.57% 1,000,340.00 5,416.67 1,005,756.67 0.00 1.625%Due 1116/2018 Purchase 05/17/2017 261908107 128,125.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 128,125.00 0.00 128,125.00 0.00 Purchase 05/17/2017 261908107 77,905.91 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 77,905.91 0.00 77,905.91 0.00 Purchase 05/17/2017 261908107 224,899.43 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 224,899.43 0.00 224,899.43 0.00 Purchase 05/17/2017 911312AP1 1,000,000.00 UPS Note 99.958 1.24% 999,580.00 1,437.50 1,001,017.50 0.00 1.125%Due 10/1/2017 Purchase 05/20/2017 261908107 56,250.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 56,250.00 0.00 56,250.00 0.00 Purchase 05/22/2017 261908107 581.67 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 581.67 0.00 581.67 0.00 Purchase 05/22/2017 261908107 2,406.59 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 2,406.59 0.00 2,406.59 0.00 Purchase 05/22/2017 261908107 1,174.79 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 1,174.79 0.00 1,174.79 0.00 Purchase 05/22/2017 261908107 74.16 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 74.16 0.00 74.16 0.00 Purchase 05/22/2017 261908107 1,774.14 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 1,774.14 0.00 1,774.14 0.00 Purchase 05/22/2017 261908107 2,230.58 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 2,230.58 0.00 2,230.58 0.00 Purchase 05/25/2017 261908107 215.17 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 215.17 0.00 215.17 0.00 Purchase 05/25/2017 261908107 247.94 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 247.94 0.00 247.94 0.00 Purchase 05/25/2017 261908107 2,958.07 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 2,958.07 0.00 2,958.07 0.00 Purchase 05/25/2017 261908107 1,680.77 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 1,680.77 0.00 1,680.77 0.00 Purchase 05/25/2017 261908107 346.38 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 346.38 0.00 346.38 0.00 Purchase 05/25/2017 261908107 35,136.62 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 35,136.62 0.00 35,136.62 0.00 Purchase 05/25/2017 261908107 6,994.64 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 6,994.64 0.00 6,994.64 0.00 Purchase 05/25/2017 261908107 3,188.25 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 3,188.25 0.00 3,188.25 0.00 Purchase 05/25/2017 261908107 3,892.80 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 3,892.80 0.00 3,892.80 0.00 Chandler Asset Management-CONFIDENTIAL Page 2 Execution Time:8/12017 8:41:59 PM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 4/30/17 Thru 5/31/17 Transaction Settlement Acq/Disp Interest ,Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss ACQUISITIONS Purchase 05/25/2017 261908107 41.28 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 41.28 0.00 41.28 0.00 Purchase 05/25/2017 261908107 9,037.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 9,037.00 0.00 9,037.00 0.00 Purchase 05/25/2017 261908107 835.09 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 836.09 0.00 835.09 0.00 Purchase 05/2SQ017 261908107 970.29 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 970.29 0.00 970.29 0.00 Purchase 05/2SQ017 261908107 8,543.19 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 8,543.19 0.00 8,543.19 0.00 Purchase 05/2SQ017 261908107 459.41 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 459.41 0.00 459.41 0.00 Purchase 05/26/2017 084664BT7 4,000,000.00 Berkshire Hathaway Note 103.278 2.30% 4,131,120.00 3,666.67 4,134,786.67 0.00 3%Due 5/15/2022 Purchase 05/30/2017 261908107 56,250.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 56,250.00 0.00 56,250.00 0.00 Purchase 05/31/2017 261908107 155,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 155,000.00 0.00 155,000.00 0.00 Subtotal 36,740,00.89 36,823,475.74 20,077.09 36,843,552.83 0.00 Security 05/31/2017 912828WUO 11,752.00 US Treasury Inflation Index Note 100.000 11,752.00 5.52 11,757.52 0.00 Contribution 0.125%Due 7/15/2024 Subtotal 11,752.00 11,752.00 5.52 11,757.52 0.00 TOTAL ACQUISITIONS 36,752,242.89 36,835,227.74 20,082.61 36,855,310.35 0.00 DISPOSITIONS _ Sale 05/02/2017 261908107 1,003,266.67 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 1,003,266.67 0.00 1,003,266.67 0.00 Sale 05/03/2017 261908107 6,986,525.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 6,986,525.00 0.00 6,986,525.00 0.00 Sale 05/08/2017 261908107 4,979,791.66 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.67% 4,979,791.66 0.00 4,979,791.66 0.00 Sale 05/08/2017 261908107 1,000,117.77 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 1,000,117.77 0.00 1,000,117.77 0.00 Sale 05/12r2017 261908107 3,991,800.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 3,991,800.00 0.00 3,991,800.00 0.00 Sale 05/16/2017 261908107 1,005,756.67 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 1,005,756.67 0.00 1,005,756.67 0.00 Sale 05/17/2017 261908107 1,001,017.50 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.63% 1,001,017.50 0.00 1,001,017.50 0.00 Sale 05/26/2017 261908107 4,134,786.67 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.67% 4,134,786.67 0.00 4,134,786.67 0.00 Subtotal 24,103,061.94 7A,103,061.94 0.00 24,103,061.94 0.00 Paydown 05/02/2017 628881UAAB 13.30 NCUAGuaranteetl Note CM02010-R2Due 100.000 13.30 0.00 13.30 0.00 11/6/2017 Paydown 05/05/2017 62888UAA8 9,319.48 NCUAGuaranteetl Note CM02010-R2Due 100.000 9,319.48 394.29 9,713.77 0.00 11/6/2017 Chandler Asset Management-CONFIDENTIAL Page 3 a.cotbn Tim.:6/12017 9:41:59 PM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 4/30/17 Thru 5/31/17 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss DISPOSITIONS Paydown 05/15/2017 161571HHO 0.00 Chase CHAIT Pool#2016-A7 100.000 0.00 3,657.00 3,657.00 000 1 06%Due 9/1 612 01 9 Paydown 05/15/2017 3133TCE95 1,863.05 FHLMC FSPC E3 A 100.000 1,863.05 95.62 1,958.67 0.00 2.892%Due 8/152032 Paydown 05/152017 31348SWZ3 17.28 FHLMC FH 786064 100.000 17.28 5.39 22.67 0.00 2.262%Due 111/2028 Paydown 05/152017 438140AC2 0.00 Honda Auto Receivables 2016.2 A3 100.000 0.00 2,096.58 2,096.58 0.00 1.39%Due 4/15/2020 Paydown 05/15/2017 477877AD6 291,293.84 John Deere Owner Trust 2014-13 A3 100.000 291,293.84 1,091.89 292,385.73 0.00 1.07%Due 11/1 512 01 8 Paydown 05/152017 47787XAB3 0.00 John Deere Owner Trust 2017-A A2 100.000 0.00 1,762.50 1,762.50 0.00 1.5%Due 1 0/1 512 01 9 Paydown 05/152017 47788MAC4 0.00 John Deere Owner Trust 201&A A3 100.000 0.00 2,742.67 2,742.67 0.00 1.36%Due 4/15/2020 Paydown 05/15/2017 47788NAM 385,793.67 John Deere Owner Trust 2016-13 A2 100.000 385,793.67 2,706.83 388,500.50 0.00 1.09%Due 2115/2019 Paydown 05/152017 654747AB0 0.00 Nissan Auto Receivables 2017-A A2A 100.000 0.00 1,672.13 1,672.13 0.00 1.47%Due 1/15/2020 Paydown 05/152017 65478WAB1 170,768.95 Nissan Auto Receivables Owner 2016-C 100.000 170,768.95 1,797.90 172,566.85 0.00 A2A 1.07%Due 5/15/2019 Paydown 05/152017 89236WAC2 198,480A4 Toyota Auto Receivables Owner 2015-A 100.000 198,480.44 1,841.33 200,321.77 0.00 1.12%Due 2115/2019 Paydown 05/162017 3837H4NX9 993.33 GNMA PcoI#2000-9 100.000 993.33 34.69 1,028.02 0.00 9.5%Due 2/16/2030 Paydown 05/18/2017 43814GAC4 77,786.77 Honda Auto Receivables 2014-2 A3 100.000 77,786.77 119.14 77,905.91 0.00 0.77%Due 3/19/2018 Paydown 05/182017 43814NA61 224,013.11 Honda Auto Receivables 2016-1 A2 100.000 224,013.11 886.32 224,899.43 0.00 1.01%Due 6/18/2018 Paydown 05/222017 36225CAZ9 537.30 GNMA Pool#G280023 100.000 537.30 44.37 581.67 0.00 2.816%Due 1220/2026 Paydown 05/222017 36225CC20 2,355.71 GNMA Pool#G280088 100.000 2,355.71 50.88 2,406.59 0.00 2.817%Due 6120/2027 Paydown 05/22/2017 36225CN28 1.031.40 GNMA P.I#G280408 100.000 1,031.40 143.39 1,174.79 0.00 2.691%Due 51202030 Paydown 05/222017 36225CNM4 56S7 GNMA P.I#G280395 100.000 56.67 17.49 74.16 0.00 2.877%Due 4120/2030 Paydown 05/222017 36225DCB8 1.627.53 GNMA Pool#G280965 100.000 1,627.53 146.61 1,774.14 0.00 2.31%Due 7/20/2034 Chandler Asset Management-CONFIDENTIAL Page 4 Execution Tima:6112017 8:41:59 PM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 4/30/17 Thru 5/31/17 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss DISPOSITIONS Paytlown 05/22/2017 43814TAB8 0.00 Honda Auto Receivables 2017-1 A2 100.000 0.00 2,230.58 2,230.58 0.00 1 42%Due 7/22/2019 Paytlown 05/25/2017 03215PFN4 0.00 AMRESCO Residential Securities 1999-1 100.000 0.00 215.17 215.17 0.00 ADue 6/25/2029 Paytlown 05/252017 31371NUC7 164.46 FNMA FN 257179 100.000 164.46 83.48 247.94 0.00 4.5%Due 4/1/2028 Paytlown 05/252017 31376KT22 2,294.20 FNMA FN 357969 100.000 2,294.20 663.87 2,958.07 0.00 5%Due 9/1/2035 Paytlown 05/25/2017 31381 PDA3 668.60 FNMA FN 466397 100.000 668.60 1,012.17 1,680.77 0.00 3.4%Due 11/1/2020 Paytlown 05/252017 3138EG6F6 281.70 FNMA FN AL0869 100.000 281.70 64.68 346.38 0.00 4.5%Due 6/1/2029 Paytlown 05/252017 313MJY35 29,993.84 FHLMC FSPC T-582A 100.000 29,993.84 5,142.78 35,136.62 0.00 6.5%Due 9/25/2043 Paytlown 05/25/2017 31397QRED 6,563.42 FNMA FNR 2011-3 FA 100.000 6,563.42 431.22 6,994.64 0.00 0.832%Due 2/252041 Paytlown 05/252017 31398VJ98 0.00 FHLMC FHMS K006 A2 100.000 0.00 3,188.25 3,188.25 0.00 4.251%Due 1/252020 Paytlown 05/252017 31403DJZ3 3,240.60 FNMA PODI#745580 100.000 3,240.60 652.20 3,892.80 0.00 5%Due 6/12036 Paytlown 0525/2017 31403GXF4 20.70 FNMA Pool#FN 748678 100.000 20.70 20.58 41.28 0.00 5%Due 10/1/2033 Paytlown 05/252017 31406PQY8 7,928.41 FNMA Pool#FN 815971 100.000 7,928.41 1,108.59 9,037.00 0.00 5%Due 3/l2035 Paytlown 05/252017 31406XN/75 465.28 FNMA Pool#FN 823358 100.000 465.28 369.81 835.09 0.00 2.875%Due 2/1/2035 Paytlown 0525/2017 31407BXH7 853.15 FNMA Pool#FN 826080 100.000 853.15 117.14 970.29 0.00 5%Due 7/12035 Paytlown 05/252017 31410F4V4 7,259.59 FNMA Pool#FN 888336 100.000 7,259.59 1,283.60 8,543.19 0.00 5%Due 7/12036 Paytlown 05/252017 31417YAY3 356.08 FNMA Pool#FN MA0022 100.000 356.08 103.33 459.41 0.00 4.5%Due 4/1/2029 Subtotal 1,426,041.86 1,426,041.86 37,994A7 1,464,036.33 0.00 Maturity, 05/012017 313589FA6 4,000,000.00 FNMA Discount Note 100.000 4,000,000.00 0.00 4,000,000.00 0.00 0.54%Due 5/1/2017 Maturity, 05/032017 89113E7K6 1,150,000.00 Toronto Dominion Yankee CD 100.000 1,150,000.00 13,335.21 1,163,335.21 0.00 1.15%Due 5IM017 Maturity 05/052017 037833AM2 1,000,000.00 Apple Inc Note 100.000 1,000,000.00 0.00 1,000,000.00 0.00 1.05%Due 5/5/2017 Chandler Asset Management-CONFIDENTIAL Page 5 Execution Time:6/12017 8:41:59 PM CAROrangeCounty Sanitation District Consolidated Transaction Ledger Account#10283 4/30/17 Thru 5/31/17 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss DISPOSITIONS Maturity 05/05/2017 313385FE1 2,000,000.00 FHLB Discount Note 100.000 2,00D,000.00 0.00 2,000,000.00 0.00 0,55%Due 5/5/2017 Maturity 05/08/2017 06050TL 8 600,000.00 Bank of America Note0ue 5/8/2017 100.000 600,000.00 0.00 600,000.00 0.00 Maturity 05/08/2017 94974BFD7 1,000,000.00 Wells Fargo Cory Note 100.000 1,000,000.00 0.00 1,000,000.00 0.00 2.1%Due 5/8/2017 Maturity 05/15/2017 084664BS9 1,000,000.00 Berkshire Hathaway Note 100.000 1,000,000.00 0.00 1,000,000.00 0.00 1.6%Due 5/15/2017 Subtotal 10,750,000.00 10,750,000.00 13,335.21 10,70,335.21 0.00 TOTAL DISPOSITIONS 36,279,103.80 36,279,103.80 51,329.68 36,330,433.48 0.00 OTHER TRANSACTIONS Interest 05/01/2017 64971M5E8 1,400,000.00 New York NY TE-REV 0.000 28,525.00 0.00 28,525.00 0.00 4.075%Due 11/1/2020 Interest 05/05/2017 037833AM2 1,000,000.00 Apple Inc Note 0.000 5,220.83 0.00 5,220.83 0.00 1.05%Due 5/5/2017 Interest 05/08/2017 06050TL 8 600,000.00 Bank of America NoteDue 51BI2017 0.000 2,163.35 0.00 2,163.35 0.00 Interest 05/08/2017 94974BFD7 1,000,000.00 Wells Fargo Cary Note 0.000 10,500.00 0.00 10,500.00 0.00 2A%Due 5/8/2017 Interest 05/09/2017 166764BC3 1,000,000.00 Chevron Cory Note 0.000 6,720.00 0.00 6,720.00 0.00 1.344%Due 11/9/2017 Interest 05/15/2017 084664BS9 1,000,000.00 Berkshire Hathaway Note 0.000 8,000.00 0.00 8,000.00 0.00 1.6%Due 5/15/2017 Interest 05/15/2017 912828G20 2,000,000.00 US Treasury Note 0.000 8,750.00 0.00 8,750.00 0.00 0.875%Due 11/15/2017 Interest 05/15/2017 913366EJ6 400,000.00 Univ of California Rgts Med TE-REV 0.000 10,070.00 0.00 10,070.00 0.00 5.035%Due 5115/2021 Interest 05/16/2017 166764BG4 2,500,000.00 Chevron Cory Callable Note Cont 4/15/2021 0.000 26,250.00 0.00 26,250.00 0.00 2.1%Due 5/16/2021 Interest 05/17/2017 3137EABA6 5,000,000.00 FHLMC Note 0.000 128,125.00 0.00 128,125.00 0.00 5.125%Due 11/17/2017 Interest 05/20/2017 747625AD5 5,000,000.00 Oualcomm Inc Note 0.000 56,250.00 0.00 56,250.00 0.00 2.25%Due 5/20/2020 Interest 05/30/2017 3135GOF73 7,500,000.00 FNMA Note 0.000 56,250.00 0.00 56,250.00 0.00 1.5%Due 11/30/2020 Interest 05/31/2017 912828G61 7,500,000.00 US Treasury Note 0.000 56,250.00 0.00 56,250.00 0.00 1.5%Due 11/30/2019 Interest 05/31/2017 912B28U65 7,000,000.00 US Treasury Note 0.000 61,250.00 0.00 61,250.00 0.00 1.75%Due 11/30/2021 Chandler Asset Management-CONFIDENTIAL Page 6 Exewtion Time:6112017 8:41:59 PM �'" Orange County Sanitation District Consolidated Transaction Ledger Account#10283 4/30/17 Thru 5/31/17 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss OTHER TRANSACTIONS Interest 05/31/2017 912828XE5 5,000,000.00 US Treasury Note 0.000 37,500.00 0.00 37,500.00 0.00 1,5%Due 5/31/2020 Subtotal 47,900,000.00 501,024.18 0.00 501,824.18 0.00 Dividend 05/02/2017 261908107 15,286,716.54 Dreyfus Trsy/Agcy Cash Management 521 0.000 8,089.15 0,00 8,089.15 0.00 Dividend 05/02r2017 261908107 12,670,923.02 Dreyfus Trsy/Agcy Cash Management 521 0.000 3,206.02 0,00 3,206.02 0.00 Subtotal 27,957,639.56 11,295.17 0.00 11,295.17 0.00 TOTAL OTHER TRANSACTIONS 75,857,639.56 513,119.35 0.00 513,119.35 0.00 Chandler Aeset Management-CONFIDENTIAL Page 7 Execation Tim.:6112017 6:41:59 PM ITEM NO. 7 MINUTES OF THE OPERATIONS COMMITTEE Orange County Sanitation District Wednesday, May 3, 2017,6:00 p.m. A regular meeting of the Operations Committee was called to order by Committee Chair Withers on Wednesday, May 3, 2017 at 5:04 p.m. in the Administration Building. Director Collacott led the Flag Salute. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: John Withers, Chair Bob Ghirelli,Assistant General Manager Ellery Deaton, Vice-Chair Celia Chandler, Director of Human Resources Denise Barnes Rob Thompson, Director of Engineering Allan Bernstein Ed Torres, Director of Operations and Maintenance Michael Blazey (Alternate) Kelly Lore, Clerk of the Board Robert Collacott Ron Coss Brooke Jones (Alternate) Mark Esquer Steve Jones Dean Fisher Fred Smith Alfredo Garcia Mariellen Yarc Larry Johnson Rebecca Long COMMITTEE MEMBERS ABSENT: Mark Manzo Richard Murphy Kathy Millea Greg Seboum, Board Chair Jeff Mohr David Shawver, Board Vice-Chair Man Nguyen Michelle Steel Mike White Eros Yong OTHERS PRESENT: Brad Hogin, General Counsel Bob Cotten, Alternate Director CMSD Patrick Sheilds, IRWD PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Committee Chair Withers did not provide a report. 05I03/201] Operations Committee Minutes Page 1 of 7 REPORT OF GENERAL MANAGER: Assistant General Manager Bob Ghirelli announced the upcoming Honor Walk Ceremony to be held on May 24 at 4:00 p.m. Mr. Ghirelli reported that Board Chair Sebourn is absent tonight as he and General Manager Herberg are in Washington D.C. meeting with legislators. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED. SECONDED. and DULY CARRIED TO: Approve Minutes of the April 5, 2017 Operations Committee Meeting. AYES: Barnes, Bernstein, Blazey (Alternate), Collacott, Deaton, B. Jones (Alternate), S. Jones, F. Smith, Yarc, and Withers NOES: None ABSTENTIONS: None ABSENT: R. Murphy, Sebourn, Shawver, and Steel 2. RETURN ACTIVATED SLUDGE PIPING REPLACEMENT AT ACTIVATED SLUDGE PLANT NO. 1, PROJECT NO. P1-129 (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Professional Design Services Agreement with AECOM Technical Services, Inc. to provide engineering design services for the Return Activated Sludge Piping Replacement at Activated Sludge Plant No. 1, Project No. P1-129,for an amount not to exceed $523,039; and B. Approve a contingency of$52,304 (10%). AYES: Barnes, Bernstein, Blazey (Alternate), Collacott, Deaton, B. Jones (Alternate), S. Jones, F. Smith, Yarc, and Withers NOES: None ABSTENTIONS: None ABSENT: R. Murphy, Sebourn, Shawver, and Steel 3. OCEAN OUTFALL SYSTEM REHABILITATION, PROJECT NO. J-117 (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Professional Construction Services Agreement with Brown and Caldwell to provide construction support services for Interplant Effluent OW0312017 Operations Committee Minutes Page 2 of 7 Pipeline Rehabilitation, Contract No. J-117A, for a total amount not to exceed $1,121,666; and B. Approve a contingency of $112,167 (10%). AYES: Barnes, Bernstein, Blazey (Alternate), Collacott, Deaton, B. Jones (Alternate), S. Janes, F. Smith, Yarc, and Withers NOES: None ABSTENTIONS: None ABSENT: R. Murphy, Sebcurn, Shawver, and Steel 4. PROJECT MANAGEMENT INFORMATION SYSTEM, PROJECT NO. J-128 (Rob Thompson) MOVED, SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Professional Services Agreement with PMWeb, Inc. for the procurement and implementation of the Project Management Information System, Project No. J-128, Specification No. S-2016-73313D, for an amount not to exceed of$1,022,500; and B. Approve a contingency in the amount of$204,500 (20%). AYES: Barnes, Bernstein, Blazey (Alternate), Collacott, Deaton, B. Jones (Alternate), S. Jones, F. Smith, Yarc, and Withers NOES: None ABSTENTIONS: None ABSENT: R. Murphy, Sebourn, Shawver, and Steel 5. LIGHT DUTY CNG TRUCK COOPERATIVE PROCUREMENT WITH NATIONAL AUTO FLEET GROUP (Ed Torres) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Approve the purchase of nine compressed natural gas light duty trucks using the National Joint Powers Alliance (NJPA) cooperative Contract Number 120716-NAF with National Auto Fleet Group for a total cost of $381,813 in accordance with Ordinance No. OCSD-47, Section 2.03(B), Cooperative Purchases. AYES: Barnes, Bernstein, Blazey (Alternate), Collacott, Deaton, B. Jones (Alternate), S. Jones, F. Smith, Yarc, and Withers NOES: None ABSTENTIONS: None ABSENT: R. Murphy, Sebcurn, Shawver, and Steel 0 5/0 312 01 7 Operations Committee Minutes Page 3 of 7 6. REGIONAL ODOR AND CORROSION CONTROL SERVICES CONTRACT AMENDMENT 1 AND 2, SPECIFICATION NO. C-2013-565 BD (Ed Torres) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve Amendment No. 1 to the Contract with Hill Brothers Chemical Company, for Regional Odor and Corrosion Control Services, Specification No. C-2013-565BD (PO 104862-OB), to amend the Application Services cost to a unit price of$25/station/day and Field Services cost to a unit price of$25/station/day, for ferrous chloride; B. Approve Amendment No. 1 to the Contract with Hill Brothers Chemical Company, for Regional Odor and Corrosion Control Services, Specification No. C-2013-565BD (PO 104861-OB), to amend the Application Services cost to a unit price of$75/station/day and Field Services cost to a unit price of$50/station/day, for magnesium hydroxide; and C. Approve Amendment No. 2 to the Contract with USP Technologies, for Regional Odor and Corrosion Control Services, Specification No. C-2013- 565BD (PO 104863-OB), to amend the Application Services cost to a unit price of$80/station/day, for calcium nitrate. AYES: Barnes, Bernstein, Blazey (Alternate), Collacott, Deaton, B. Jones (Alternate), S. Jones, F. Smith, Yarc, and Withers NOES: None ABSTENTIONS: None ABSENT: R. Murphy, Sebourn, Shawver, and Steel 7. INDUCTIVELY COUPLED PLASMA MASS SPECTROMETER AND INDUCTIVELY COUPLED PLASMA OPTICAL EMISSION SPECTROMETER LABORATORY INSTRUMENTS (Jim Colston) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Award a purchase order to Perkin Elmer Health Services, Inc., for an Inductively Coupled Plasma Mass Spectrometer (ICPMS) and an Inductively Coupled Plasma Optical Emission Spectrometer (ICP-OES), Specification No. E- 2017-812BD, for a total amount not to exceed $275,610.64, AYES: Barnes, Bernstein, Blazey (Alternate), Collacott, Deaton, B. Jones (Alternate), S. Jones, F. Smith, Yarc, and Withers NOES: None ABSTENTIONS: None ABSENT: R. Murphy, Sebourn, Shawver, and Steel 8. INLAND EMPIRE REGIONAL COMPOSTING AUTHORITY CONTRACT AMENDMENT 2016-2017 (Jim Colston) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Approve Contract Amendment number 4600001879-002 with Inland 05/03I2017 Operations Committee Minutes Page 4 of 7 Empire Regional Composting Authority(IERCA)for the Orange County Sanitation District to pay IERCA to receive and compost Orange County Sanitation District's biosolids at a base fee (tipping fee) of$56 per wet ton, plus an administrative fee of$2 perwet ton and any other adjustments provided for in the original agreement. This contract amendment shall serve as the second annual renewal of three one- year renewal options of the original agreement in a total annual amount not to exceed $900,000/year for IERCA to receive and compost up to 50 wet tons per day (Monday thru Friday) of Orange County Sanitation District's biosolids. AYES: Barnes, Bernstein, Blazey (Alternate), Collacott, Deaton, B. Jones (Alternate), S. Jones, F. Smith, Yarc, and Withers NOES: None ABSTENTIONS: None ABSENT: R. Murphy, Sebourn, Shawver, and Steel 9. 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, 2017. AYES: Barnes, Bernstein, Blazey (Alternate), Collacott, Deaton, B. Jones (Alternate), S. Jones, F. Smith, Yarc, and Withers NOES: None ABSTENTIONS: None ABSENT: R. Murphy, Seboum, Shawver, and Steel 10, 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 2016, Semi-Annual Pretreatment Program Report Fiscal Year 2016/2017July-December,Annual Greenhouse Gas Emissions Report 2016,Annual Emission Report 2016, and Marine Monitoring Annual Report 2015/2016. AYES: Barnes, Bernstein, Blazey (Alternate), Collacott, Deaton, B. Jones (Alternate), S. Jones, F. Smith, Yarc, and Withers NOES: None ABSTENTIONS: None ABSENT: R. Murphy, Sebourn, Shawver, and Steel 0510312017 Operations ComMeee Minutes Page 5 of 7 11. QUARTERLY ODOR COMPLAINT REPORT (Ed Torres) MOVED, SECONDED. and DULY CARRIED TO: Receive and file the Fiscal Year 2016/17 Third Quarter Odor Complaint Summary. AYES: Barnes, Bernstein, Blazey (Alternate), Collacott, Deaton, B. Jones (Alternate), S. Jones, F. Smith, Yarc, and Withers NOES: None ABSTENTIONS: None ABSENT: R. Murphy, Sebourn, Shawver, and Steel NON-CONSENT CALENDAR: None. Director S. Jones arrived of 5:10 p.m. INFORMATION ITEMS: 12. CAPITAL IMPROVEMENT PROGRAM UPDATE FOR FY 2017-18 (Rob Thompson) Director of Engineering Rob Thompson introduced Engineering Manager Kathy Millea who provided an informative PowerPoint presentation which included: FY 2016-17 CIP performance; Annual budget update process and10-year budget overview; Asset Management Program; Project Validation; Budget increases and decreases; and newly created projects, as well as project closures and cancellations. 13. INFORMATIONAL PRESENTATION ON THE FY 2017-18 BUDGET UPDATE (Lorenzo Tyner) Controller Mike White provided an informative PowerPoint presentation which provided an overview of the District's Revenues, Fees and Charges, Reserve Policy Summary, Operating Expenses, and an overall summary of the proposed budget. DEPARTMENT HEAD REPORTS: Director of Operations and Maintenance Ed Torres reported that through regular monitoring, staff has detected organic gases at the Rocky Point Pump Station in Newport Beach. Mr. Torres stated that staff is uncertain of the cause and while investigation is underway, all precautions are being taken, including the activation of the Emergency Operations Center. The staff at the City of Newport Beach has been notified, all residents and businesses in the affected area, and OCSD Director Scoff Peotter. 05/03/2017 Opewflons Commidee Minutes Page 6 of 7 Mr. Thompson stated that, due to tight scheduling, staff would like to move directly to the Board of Directors meeting in June for the approval of Project No. P2-122 - Modification of the Headworks. There was no objection. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT Committee Chair Withers declared the meeting adjourned at 5:42 p.m, to the next scheduled meeting of Wednesday, June 7, 2017 at 5:00 p.m. Submitted by, 4KeA. ore, C C o e Board 05I00/2077 Operations Committee Minutes Page 7 of 7 MINUTES OF THE LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE Orange County Sanitation District Monday, May 8, 2017 at 12:00 p.m. A meeting of the Legislative and Public Affairs Committee was called to order by Chair Sebourn on Monday, May 8, 2017 at 12:01 p.m. in the Administration Building of the Orange County Sanitation District. Chair Sebourn led the pledge of allegiance. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Greg Sebourn, Board Chair Jim Herberg, General Manager Allan Bernstein, Member-At-Large Bob Ghirelli, Assistant General Manager Peter Kim, Member-At-Large Jim Colston, Director of Environmental Chad Wanks, Member-At-Large Services John Withers, Member-At-Large Rob Thompson, Director of Engineering Ed Torres, Director of Operations & COMMITTEE MEMBERS ABSENT: Maintenance David Shawver, Board Vice-Chair Lorenzo Tyner, Director of Finance & Donald P. Wagner, Member-At-Large Administrative Services Tina Knapp, Deputy Clerk of the Board Jennifer Cabral Al Garcia Rebecca Long Kelly Newell Man Nguyen OTHERS PRESENT: Brad Hogin, General Counsel David French, ENS Resources (via teleconference) Eric O'Donnell, Townsend Public Affairs Eric Sapirstein, ENS Resources (via teleconference) Cori Williams, Townsend Public Affairs PUBLIC COMMENTS: None 05/08122017 Legislative and Public Attains Committee Minutes Page 1 of 5 REPORTS: The Committee Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Committee Members. These reports are for information only and require no action by the Committee. General Manager Jim Herberg did not provide a report. Chair Sebourn briefly reported on the recent lobbying trip to Washington, DC, which was successful and provided a good opportunity to meet with various key stakeholders. General Manager Jim Herberg asked Ed Torres, Director of Operations& Maintenance, to provide an update on the recent gas odor at Rocky Point Pump Station in Newport Beach. Mr. Torres indicated that the emergency command center has been in operation since last week in response to these concerns. Jennifer Cabral, Public Affairs Supervisor, reported that staff has been in communication with local residents and the City of Newport Beach. CONSENT CALENDAR: Consent Calendar Items are considered to be routine and will be enacted, by the Committee, atterone motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. Consent Calendar Item No. 5 was added to the agenda via a supplemental agenda. 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED. SECONDED. and DULY CARRIED TO: Approve minutes for the Committee meeting held on March 13, 2017 and the Special Joint meeting of the Legislative and Public Affairs Committee and the Steering Committee held on April 26, 2017. AYES: Bernstein, Kim, Seboum, Wanke, and Withers NOES: None ABSTENTIONS: None ABSENT: Shawver and Wagner 2. OPPOSE ASSEMBLY BILL 1479 (AB 1479) (Rebecca Long) MOVED. SECONDED, and DULY CARRIED TO: Approve letter of opposition to Assembly Bill 1479 — Public Records: Custodian of Records: Civil Penalties (Assemblymember Bonta). AYES: Bernstein, Kim, Seboum, Wanke, and Withers NOES: None ABSTENTIONS: None ABSENT: Shawver and Wagner 0 5/0 812 0 1 i Legislative and Public Affairs Committee Minutes Page 2 of 5 5. SUPPORT ASSEMBLY BILL 574 (AB 574) (Bob Ghirelli) MOVED. SECONDED. and DULY CARRIED TO: Approve letter of support for Assembly Bill 574 — Direct Potable Reuse (Assemblymember Quirk). AYES: Bernstein, Kim, Sebourn, Wanks, and Withers NOES: None ABSTENTIONS: None ABSENT: Shawver and Wagner NON-CONSENT CALENDAR: None INFORMATION ITEMS: 3, LEGISLATIVE AFFAIRS UPDATE (Rebecca Long) Rebecca Long, Senior Public Affairs Specialist, indicated that the Board Chair and Vice-Chair will be in Sacramento for a lobbying day on June 27tb and that the State of the District event will be held on October 13, 2017. Ms. Long indicated that the event will be held at a Mile Square Regional Park facility to accommodate a larger number of attendees. Tours of the Sanitation District will be provided after the event. Cori Williams, Townsend Public Affairs (TPA), provided an informative PowerPoint presentation that included an update on activities in the State government and the status of various bills that, given the calendar of the current legislative session, are currently in the Appropriations Committee. Ms. Williams' presentation included an overview of various legislation and key decision makers of same, including AB 851 (Caballero); SB 212 (Jackson); AB 1250 (Jones- Sawyer); AB 18 (Garcia) and SB 5 (De Leon), which are the park bond bills and are recommended for support or support if amended; AB 968 (Rubio); SB 231 (Hertzberg); AB 967 (Gloria); and transportation funding, including the gasoline excise tax. Staff will provide an update to the Committee in the future on the potential increase in costs that might be seen in the biosolids hauling contracts due to the increase of the gasoline excise tax. Director Withers left the meeting at 12:20 p.m. Ms. Cabral and Ms. Long indicated that the Sanitation District has invited key legislative stakeholders to visit the Sanitation District and indicated that we will ensure that constitutional officers, such as the Lieutenant Governor, are invited as well. 05IOW017 Legislative and Public Affairs Committee Minutes Page 3 of 5 Eric O'Donnell, TPA, concluded the PowerPoint presentation by providing an update on cap and trade funding and SB 775 (Wieckowski), AB 151 (Burke), and AB 378 (C. Garcia); long term drought regulations; and the discussion regarding special districts being had by the Little Hoover Commission and the upcoming Little Hoover Commission roundtable meeting in June with key stakeholders. Ms. Cabral provided an updated State legislative matrix and indicated that, based on the Sanitation District's legislative plan, letters are being sent regarding several other bills besides those on today's meeting agenda. David French, ENS Resources, provided an overview of the recent lobbying days in Washington, DC. Eric Sapirstein, ENS Resources, reported that during the recent lobbying days, the Sanitation District was told that the project for the expansion of the Groundwater Replenishment System (GWRS) is eligible for additional federal assistance, notwithstanding Title 16 assistance. Mr. Sapirstein also provided information regarding the budget and water infrastructure. Ms. Cabral indicated that the recent article from "Time' magazine, that included information regarding the Sanitation District, and bottled GWRS water were given to those people that staff met with during the lobbying days' meetings. Staff will provide the Committee with a list of professional organizations to which OCSD belongs or maintains a partnership. Ms. Cabral indicated that staff will be reaching out to the Committee as legislation progresses through the legislature to see what relationships exist between Board Members and influential stakeholders for further support. Ms. Cabral also reported that talking points on key activities of the Sanitation District will be provided monthly to Board Members so that the Directors may communicate this information to their agencies or to the public. Chair Sebourn suggested that further support be garnered by Board Members through collaboration with each other in the local areas and meeting with legislative officials in their home district offices. 4. PUBLIC AFFAIRS UPDATE (Jennifer Cabral) Ms. Cabral provided an overview of public outreach activities during the month of April. Ms. Cabral reported that outreach is continually made to the Sanitation District's influential public, including elected officials, staff members of local agencies, and a variety of State and Federal representatives. Ms. Cabral indicated that public outreach activities and efforts have almost doubled in FY 2016-17 compared to FY 2014-15 and FY 2015-16. Ms. Cabral indicated that the Sanitation District contracts with an organization called Inside the Outdoors to connect with students at local schools through curriculum regarding the Sanitation District and its processes. The Committee expressed an interest in ensuring that the Sanitation District is reaching children and perhaps collaborating with other organizations, especially for cost sharing OW0812017 Legislative and Public Attain;Committee Minutes Page 4 of 5 purposes, to offer a demonstration installation at the Discovery Cube, or other similar opportunities. Ms. Cabral advised the Committee that an article regarding the OCSD source control program was recently published in "The Source'magazine and the article will be provided to the Committee in the near future. The Board Chair expressed an interest in having TPA coordinate with member agencies regarding the positions taken by the Sanitation District on legislation and perhaps obtain position letters from the member agencies as well. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: Chair Sebourn declared the meeting adjourned at 1:19 p.m. to the next Legislative and Public Affairs Committee meeting, Monday, June 12, 2017 at 12:00 p.m. Submitted by: Tina Knapp, CMC r Deputy Clerk of the Board 0 5/0 8 2 01 7 Legislative and Public Affairs Committee Minutes Page 5 of 5 MINUTES OF THE ADMINISTRATION COMMITTEE Orange County Sanitation District Wednesday, May 10, 2017 at 5:00 P.M. A regular meeting of the Administration Committee of the Orange County Sanitation District was called to order by Committee Chairman Wanke on May 10, 2017 at 5:01 p.m. in the Administration Building of the Orange County Sanitation District. Committee Chair Wanks led the Flag Salute. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Chad Wanke, Chair Jim Herberg, General Manager Donald P. Wagner, Vice-Chair Bob Ghirelli, Assistant General Manager Cheryl Brothers (Alternate) Celia Chandler, Director of Human Resources Barbara Delgleize Jim Colston, Director of Environmental Services Jim Ferryman Rob Thompson, Director of Engineering Peter Kim Ed Torres, Director of Operations & Maintenance AI Krippner Lorenzo Tyner, Director of Finance& Scott Peotter Administrative Services Teresa Smith Tina Knapp, Deputy Clerk of the Board Greg Seboum, Board Chair Jennifer Cabral David Shawver, Board Vice-Chair Al Garcia Randy Kleinman COMMITTEE MEMBERS ABSENT: Kathy Millea Glenn Parker Jeff Mohr Sal Tinajero Man Nguyen John Swindler Mike White Paula Zeller OTHERS PRESENT: Brad Hogin, General Counsel PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Committee Chair Wanke did not provide a report. 05M 0/201 7 Adminmtmtion Canmittee MhWa Page 1 of 5 REPORT OF GENERAL MANAGER: General Manager Jim Herberg reminded the Committee of the Honor Walk celebration on May 24,2017 at 4:00 p.m. Mr. Herberg also indicated that this week is Municipal Clerks Week and recognized the OCSD Clerk and Deputy Clerk. Board Chair Sebourn introduced Alternate Director Jesus Silva from the City of Fullerton who is in attendance to observe tonight's meeting. REPORT OF DIRECTOR OF FINANCE AND ADMINISTRATIVE SERVICES: Director of Finance and Administrative Services Lorenzo Tyner advised the Committee that the budget will be presented to the Board of Directors in June for adoption. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED AND DULY CARRIED TO: Approve Minutes of the April 12, 2017 Administration Committee Meeting. AYES: Brothers (Altemate), Delgleize, Ferryman, Kim, Krippner, Peotter, T. Smith, Sebourn, Shawver, Wagner, and Wanks NOES: None ABSTENTIONS: None ABSENT: Parker and Tinajero 2. GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS TO THE PRE-APPROVED OEM SOLE SOURCE LIST(Lorenzo Tyner) MOVED, SECONDED AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Receive and file Orange County Sanitation District purchases made under the General Manager's authority for the period of January 1, 2017—March 31, 2017; and B. Approve the following additions to the pre-approved Original Equipment Manufacturer(OEM) Sale Source List: • ALFA-LAVAL— Pumps and Parts • CHEMINEER- Mixers • HARTZELL- Exhaust fans • VERDERFLEX - Pumps and Parts • WOODWARD - Engine and Turbine Systems 05'10'2017 Adminetati c..gtee Minutes Page 2 of AYES: Brothers (Alternate), Delgleize, Ferryman, Kim, Krippner, Peotter, T. Smith, Sebourn, Shawver, Wagner, and Wanke NOES: None ABSTENTIONS: None ABSENT: Parker and Tinajero 3. CONSOLIDATED FINANCIAL REPORT FOR THIRD QUARTER ENDED MARCH 31, 2017 (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, 2017. AYES: Brothers (Alternate), Delgleize, Ferryman, Krippner, Peotter, T. Smith, Sebourn, Shawver, Wagner, and Wanke NOES: None ABSTENTIONS: Kim ABSENT: Parker and Tinajero 4. 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 Carahsoft Technology Corporation for the Renewal of Software Licensing and Maintenance Agreement for IBM Maximo and WebSphere using GSA Contract GS35F0119Y, for an amount not to exceed $158,637; and B. Approve a contingency of$15,864, (10%) AYES: Brothers (Alternate), Delgleize, Ferryman, Kim, Krippner, Peofter, T. Smith, Sebourn, Shawver, Wagner, and Wanke NOES: None ABSTENTIONS: None ABSENT: Parker and Tinajero 5. WORKERS' COMPENSATION THIRD PARTY ADMINISTRATION PROGRAM (Celia Chandler) MOVED, SECONDED AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve an additional one-year renewal period of the agreement with Keenan and Associates, for Workers' Compensation Third Party Administration Program, for the period of July 1, 2017 through June 30, 2018, for a total amount not to exceed $48,000. O5/10/2017 Administration Committee Minutes Page 3 of 5 AYES: Brothers (Alternate), Delgleize, Ferryman, Kim, Krippner, Peotter, T. Smith, Seboum, Shawver, Wagner, and Wanks NOES: None ABSTENTIONS: None ABSENT: Parker and Tinajero NON-CONSENT: 6. 2017-18 OPERATIONAL PROPERTY-LIABILITY INSURANCE RENEWALS (Celia Chandler) Director of Human Resources Celia Chandler provided an overview of this item and indicated that Gordon DesCombes from Alliant is in attendance this evening to answer any questions. Mr. DesCombes responded to a question from the Committee regarding Workers Compensation rates, which have decreased this year. Mr. DesCombes responded to a question inquiring as to whether new lines of insurance are monitored, indicating that staff continually monitors the marketplace and ensures that OCSD has the needed and appropriate insurance coverages. Mr. Herberg indicated that earthquake insurance is a relatively new insurance line of coverage added to OCSD's portfolio. 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 from $405,126 to $445,639. • Property and Boiler& Machinery combined from $665,813 to $677,628. • Earthquake insurance—from $76,385 to $78,062. • Excess workers' compensation insurance - a rate of $0.3133 per $100 of payroll not to exceed $208,000. AYES: Brothers (Alternate), Delgleize, Ferryman, Kim, Krippner, Peotter, T. Smith, Sebourn, Shawver, Wagner, and Wanks NOES: None ABSTENTIONS: None ABSENT: Parker and Tinajero INFORMATION ITEMS: 7. CAPITAL IMPROVEMENT PROGRAM (CIP) UPDATE FOR FY 2017/18 (Rob Thompson) Mr. Thompson introduced Kathy Miilea, Engineering Manager (engineering planning section), who provided an informative PowerPoint presentation that included an overview of the Capital Improvement Program (CIP) and information 05/10/2017 Adminl0atlon Committee Minutes Page 4 of 5 on how CIP projects are generated, CIP spending, the annual budget update process, asset management and condition assessment programs, the project validation process, top budget increases, newly defined programs, FY 2017-1 B net CIP outlay, and FY 2017-18 CIP highlights. Staff responded to questions from the Committee regarding specific capital expensestprojects. Mr. Tyner indicated that the budget includes a 10-year plan summary, including an analysis of revenues and expenditures, and that the reserves analysis is completed annually and is included in the budget document that the Board of Directors will receive in June as part of the budget approval process. CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Staff advised the Committee that a private lift station in the Huntington Beach area recently failed and resulted in a sewage spill and beach closure (south of the Santa Ana River to north of the Talbert Marsh). This was a private lift station, from which sewage does not flow into the OCSD system. Ed Torres, Director of Operations & Maintenance, provided an update on the recent gas odor at the Rocky Point Pump Station in Newport Beach and indicated that the pump station is back online and that the source of the odor was identified and repaired. Committee Chair Wanke acknowledged the return of Board Vice-Chair David Shawver, who, in turn, thanked everyone for their well-wishes. ADJOURNMENT: Committee Chair Wanke declared the meeting adjourned at 5:33 p.m.to the next regularly scheduled meeting of Wednesday, June 14, 2017 at 5:00 p.m. Submitted by: 7'vuti N87A� Tina Knapp, CMC l Deputy Clerk of the Board O5110/2017 Atlminisbation Canmitlee Minutes Page 5 of 5 MINUTES OF THE STEERING COMMITTEE Orange County Sanitation District Wednesday, April 26, 2017 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 26, 2017 at 5:04 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 Ellery Deaton, Member-At-Large Celia Chandler, Director of Human Tim Shaw, Member-At-Large Resources Donald Wagner, Member-At-Large Rob Thompson, Director of Engineering Chad Wanks, Administration Committee Ed Torres, Director of Operations & Chair Maintenance John Withers, Operations Committee Lorenzo Tyner, Director of Finance & Chair Administrative Services Kelly Lore, Clerk of the Board COMMITTEE MEMBERS ABSENT: Jennifer Cabral None. Carla Dillon All Garcia Tom Grant Tina Knapp Mark Manzo Kathy Millea Jeff Mohr Roya Sohanaki Steve Speakman OTHERS PRESENT: Brad Hogin, General Counsel Claire Hervey Collins, Special Counsel Fred Smith (Director) Lucille Kring (Alternate Director) PUBLIC COMMENTS: No public comments were provided. Clerk of the Board Kelly Lore, provided a Late Communication memo to the Committee regarding corrections to Item No. 1. M26=17 Steering Commitee Minutes Page 1 of 4 REPORTS: Chair Sebourn provided a brief update on his recent trip to Sacramento where Vice- Chair Shawver, Director Collacott, and he attended a reception hosted by OCSD and OCWD to thank legislative staff and Committee members for their support in regard to the passage of AB 2022, General Manager Jim 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 22, 2017 as corrected. AYES: Deaton; Sebourn; Shaw; Shawver; Wagner; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: None NON-CONSENT CALENDAR: 2. IRVINE RANCH WATER DISTRICT OUT OF AREA SERVICE AGREEMENT FOR LOS ALISOS ADDITION (Rob Thompson) Director of Engineering Rob Thompson provided a brief overview of this item. Director Withers stated this agreement was approved at a recent meeting of the IRWD Board of Directors. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve an agreement with the Irvine Ranch Water District allowing wastewater flow to enter Orange County Sanitation District's service area from Portola Hills and Baker Ranch, 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 an Orange County Sanitation District change of service boundaries to permanently service these areas. AYES: Deaton; Sebourn; Shaw; Shawver; Wagner; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: None 04/2612017 Steering Committee fAtinutes Page 2 of 4 INFORMATION ITEMS: 3. SELECTION OF 2017 HONOR WALK RECIPIENTS (Jim Herberg) Mr. Herberg introduced this item, explained the Honor Walk selection process, and provided a brief biography of the nominated employees. MOVED. SECONDED, AND DULY CARRIED TO: Approve nominated retired and deceased employees, Charlie McGee, Peter McGrath and Antonino"Tony" Piro as Honor Walk brick recipients for the year 2017. AYES: Deaton; Sebourn; Shaw; Shawver; Wagner; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: None Mr. Herberg announced that the Honor Walk Ceremony will take place on May 24, 2017 at 4:00 p.m. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS 54956.9(d)(2): 54956.9(d)(4): and 54956.8: The Committee convened in closed session at 5:12 p.m. to discuss two items. (Item No. CS-2 was not heard.) Confidential minutes of the Closed Session have been prepared in accordance with the above Government Code Sections and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session Meetings. RECONVENED IN REGULAR SESSION: The Committee reconvened in regular session at 5:57 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: Special Counsel Claire Hervey Collins reported that the Steering Committee voted to: Recommend to the Board of Directors to: Authorize legal counsel to initiate legal action to confirm property rights in or adjacent to Plant No. 1. AYES: Deaton; Sebourn; Shawver; Wagner; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Shaw (recused) 0 412 6/2 01 7 Steering Commttee Minutes Page 3 of 4 General Counsel Brad Hogin did not provide a report. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: Chair Sebourn declared the meeting adjourned at 6:00 p.m. to the next Steering Committee meeting to be held on Wednesday, May 24, 2017 at 5:00 p.m. Submitted by: 4kKeA. reo t e Board 0 412 612 01 7 Steering Committee Minutes Page 4 of 4 OPERATIONS COMMITTEE Meeting Date TOBd.of Dir. 06/07/17 06/2a/17 AGENDA REPORT IternNumber Item Number z s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: SEISMIC HAZARD EVALUATION AT PLANT NOS. 1 AND 2, PROJECT NO. PS15-06 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Services Agreement with Geosyntec Consultants to provide engineering services for the Seismic Hazard Evaluation at Plant Nos. 1 and 2, Project No. PS15-06, for an amount not to exceed $2,578,028; and B. Approve a contingency of$257,800 (10%). BACKGROUND This project will perform a planning-level study for the seismic evaluation of structures at Plant Nos. 1 and 2 to assess the vulnerability of the critical structures to damage or failure due to shaking and liquefaction following an earthquake. This study will develop a program to be implemented in conjunction with the 2017 Facilities Master Plan to identify geotechnical and/or seismic retrofits that will improve the resiliency and continued operation of critical facilities within the treatment plants. RELEVANT STANDARDS • Maintain a proactive asset management program • 24/7/365 treatment plant reliability • Protection of Orange County Sanitation District assets PROBLEM Most of the Orange County Sanitation District's (Sanitation District) process structures at Plant Nos. 1 and 2 were designed and built using codes prior to the 1997 Uniform Building Code and 2001 California Building Code. For this reason, the Sanitation District would like to better understand its risks and the Plants' resiliency after a significant earthquake. The study will focus on the following areas: • Recent building codes incorporate better performance criteria for structures that are impacted by significant faults, such as the Newport-Inglewood Fault, which is directly below Plant No. 2 Page 1 of 5 • The influence that major seismic events will have on subsurface conditions were not accounted for in previous codes • Failure of our process facilities during a major seismic event can have a detrimental impact on public health and safety, as well as the impact to employees within the Sanitation District facilities Previous planning studies have been performed on some individual process areas to support specific project needs or known vulnerabilities; however, a holistic approach was not previously developed to address seismic issues plant-wide. PROPOSED SOLUTION A scope of work was developed for this project that includes quantification of the vulnerability of the process facilities to damages or failures following an earthquake and identification of retrofits necessary to improve the reliability and continued operation of these facilities. A multi-tiered evaluation of these facilities will be conducted using industry-recognized standards including ASCE 41-13 and ACI 350-06. The project also includes the performance of field engineering tasks supporting this evaluation, such as cone penetration testing, geotechnical borings, field investigation, and non-destructive testing. TIMING CONCERNS The General Manager's Work Plan for Fiscal Year 2016-17 includes completion of a seismic study of the Sanitation District Plant Facilities to provide seismic risk-based prioritization to support the 2017 Facilities Master Plan. Conducting this study now will provide guidance for future Capital Improvement Program (CIP) projects that are identified as part of the 2017 Facilities Master Plan. RAMIFICATIONS OF NOT TAKING ACTION Not performing a seismic evaluation and providing recommendations for retrofit increases the risk of structural failure due to seismic structural and geotechnical deficiencies, resulting in the potential for critical processes to be compromised. These processes are critical to protecting public health by providing treatment of wastewater within the Sanitation District's service area. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Consultant Selection: The Sanitation District advertised a Request for Proposal (RFP) for Seismic Hazard Evaluation for Plant Nos. 1 and 2, Project No. PS15-06, on January 17, 2017. Page 2 of 5 The following evaluation criterion were described in the RFP and used to determine the most qualified Consultant. CRITERION WEIGHT Project Understanding and Approach 40% Related Project Experience 30% Project Team and Staff Qualifications 30% Seven proposals were received on February 27, 2017 and evaluated in accordance with the evaluation process set forth in Sanitation District Board of Directors' Purchasing Ordinance No. OCSD47 (Purchasing Ordinance), by a pre-selected Evaluation Team consisting of the following Sanitation District staff. Eros Yong Engineering Supervisor- Planning Martin Dix Engineering Supervisor- Civil and Mechanical Engineering Umesh Murthy Engineering Supervisor- Operations Tom Grant CIP Project Manager- Project Management Office Don Cutler CIP Project Manager- Project Management Office The Evaluation Team also included one non-voting representative from the Contracts Administration Division and one non-voting technical advisor from Planning. Following scoring by the Evaluation Team, five Consultants were shortlisted for interviews on March 20, 2017. Following the interviews, each member of the Evaluation Team ranked the Consultants based on both the proposals and interviews using the evaluation criterion and weighting described above. Based on the ranking shown below, Geosyntec Consultants, Inc. was selected as the most qualified Consultant. PROPOSAL EVALUATION Geosyntec Consultant Evaluator Consultants, AECOM Smith Kleinfelder MWH Inc. Reviewer A 1 2 3 4 5 Reviewer B 2 4 1 3 5 Reviewer C 2 1 3 4 5 Reviewer D 1 2 2 5 4 Reviewer E 3 2 1 5 4 Overall Ranking 1 3 2 4 5 The team from Geosyntec Consultants, Inc. demonstrated where they have worked with other municipalities to guide them through the process of performing a similar seismic evaluation, providing guidance on how to prioritize the recommended remedial work. Page 3 d 5 Furthermore, they developed a unique plan for ranking the importance of prospective seismic retrofit projects that will complement the 2017 Facilities Master Plan, a critical element of the project. Review of Fee Proposal and Negotiations: Proposals were accompanied by sealed fee proposals. In accordance with the Purchasing Ordinance, the fee proposal of only the highest-ranked firm was opened after approval by the Director of Engineering of the Evaluation Committee's recommendation. Staff conducted negotiations with Geosyntec Consultants, Inc. to clarify the requirements of the Scope of Work, the assumptions used for the estimated level of effort, and the proposed approach to meet the goals and objectives for the project. Since this is the first time that Geosyntec Consultants, Inc. has worked with the Sanitation District, the first meeting provided a detailed explanation of the negotiation process and identified information that will be needed. Five additional meetings and three conference calls were conducted to reach final consensus on the project scope and fees. Original Fee Negotiated Fee Proposal Total Hours 13,417 12,749 Total Fee $2,675,055 $2,578,028 The Consultant's fringe and overhead costs, which factor into the billing rate, have been substantiated. The contract profit for the prime consultant is 8.61%, which is based on an established formula based on the Sanitation District's standard design agreements. Based on the above, staff has determined that the final negotiated fee is fair and reasonable for the level of effort required for this project and recommends award of the Professional Services Agreement to Geosyntec Consultants, Inc. CECIA Notice of Exemption was filed on December 21, 2015. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. Budget for the project, PS15-06, Seismic Hazard Evaluation at Plant Nos. 1 and 2, is included in the Master Planning Studies budget for Fiscal Years 2016-17 and 2017-18. (Line item: Section 8, Page 78). Date of Approval Contract Amount Contingency 06/28/17 $2,578,028 $257,800 Page 4 of 5 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: Professional Services Agreement DC:EY:sa:gc Page 5 d 5 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 28' day of June, 2017, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and GEOSYNTEC CONSULTANTS, INC., for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT'. The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties"or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a consultant for Seismic Evaluation of Structures at Plant Nos. 1 and 2, Project No. PS15-06, to provide professional services for the completion of a study to quantify the vulnerability of some critical structures to damage or failure following an earthquake by development of a seismic program and execution of geotechnical and structural studies to identify retrofits that may improve the reliability and continued operation of those facilities.; and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on June 28, 2017 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this AGREEMENT. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. PSA PROJECT NO. PS15-06 Revision 011017 Seismic Evaluation of Structures at Plant Nos. 1 and 2 Page 1 of 20 B. CONSULTANT is responsible for the quality of work prepared under this AGREEMENT and shall ensure that all work is performed in accordance with generally accepted industry and professional standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all comments, suggestions, and recommendations from the SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANTS services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s)within the timeframe specified by the Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. Any CADD drawings, figures, and other work produced by CONSULTANT and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CADD work from any other non-standard CADD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and require advance written approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of Thirty(30) calendar days during which the SANITATION DISTRICT shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANTITATION DISTRICT. E. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that(a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, or(b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. PSA PROJECT NO. PS15-06 Revision 011017 Seismic Evaluation of Structures at Plant Nos. 1 and 2 Page 2 of 20 2. COST ESTIMATES The CONSULTANT has no control over the cost of labor, materials, equipment or services furnished by others, or over the construction contractor's methods of determining prices, or other competitive bidding or market conditions, practices or bidding strategies. CONSULTANT shall use best engineering practices along with experience and judgment, utilizing current local costs of labor, materials, equipment or services to prepare cost estimates. CONSULTANT cannot and does not guarantee that proposals, bids, actual Project construction, operation and/or lifecycle costs will not vary from cost estimates prepared by CONSULTANT. 3. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Two Million Five Hundred Seventy-Eight Thousand Twenty-Eight Dollars ($2,578,028). Total compensation to CONSULTANT including burdened labor(salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s)fees and costs shall not exceed the sum set forth in Attachment"E"- Fee Proposal. B. Labor As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits)actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment"E"- Fee Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum PSA PROJECT NO. PS15-06 Revision 011017 Seismic Evaluation of Structures at Plant Nos. 1 and 2 Page 3 of 20 Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment"E"- Fee Proposal. E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment"E"- Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Suboonsultant total compensation on an hourly-rate basis per Attachment"J"— Minor Subconsultant Hourly Rate Schedule and as specified in the Scope of Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. F. Direct Costs The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts, see Attachment"D"-Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 3 -COMPENSATION above. G. Reimbursable Direct Costs The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment"D"-Allowable Direct Costs to this Agreement. The reimbursement of the above mentioned expenses will be based on an "accountable plan" as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at http://www.cisa.gov/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs inclusive but not limited to travel, lodging and meals arrangements. The SANITATION DISTRICT shall apply the PSA PROJECT NO. PS15-06 Revision 011017 Seismic Evaluation of Structures at Plant Nos. 1 and 2 Page 4 of 20 most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem' as deemed the most practical. CONSULTANT shall be responsible for returning to the SANITATION DISTRICT any excess reimbursements after the reimbursement has been paid by the SANITATION DISTRICT. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel meals reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"-Allowable Direct Costs of this Agreement. H. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. PSA PROJECT NO. PS15-06 Revision 011017 Seismic Evaluation of Structures at Plant Nos. 1 and 2 Page 5 of 20 4. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the Total Compensation, provided that the Total Compensation is not increased. 5. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to the SANITATION DISTRICT. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to SECTION 14 AUDIT PROVISIONS. B. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 3 hereof no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT. The format must include, as a minimum: 1)current billing period invoicing, 2) current billing period "total percent invoiced to date", 3) future activities, 4) previous billing period "total invoiced to date", 5) potential items that are not included in the Scope of Work, 6) concerns and possible delays, 7) percentage of completion to date, and 8) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent(100%)of the invoiced amount. If the SANITATION DISTRICT determines that the work under this AGREEMENT or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element, The SANITATION DISTRICT may, at the discretion of the Director of Engineering, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for the Project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 3 -COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory PSA PROJECT NO. PS15-06 Revision 011017 Seismic Evaluation of Structures at Plant Nos. 1 and 2 Page 6 of 20 progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this AGREEMENT, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work based on the monthly statements, including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this AGREEMENT for such work, or prior settlement upon termination of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. F. Pursuant to the California False Claims Act (Government Code sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c) conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or(a) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 6. PREVAILING WAGES To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. PSA PROJECT NO. PS15-06 Revision 011017 Seismic Evaluation of Structures at Plant Nos. 1 and 2 Page 7 of 20 7. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees and/or Subconsultants who will perform Work under this contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to SANITATION DISTRICT and/or general public upon request, provided the public request is made through SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). 8. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or AGREEMENT, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. PSA PROJECT NO. PS15-06 Revision 011017 Seismic Evaluation of Structures at Plant Nos. 1 and 2 Page 8 of 20 B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 9. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below "B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. Ill. 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. PSA PROJECT NO. PS15-06 Revision 011017 Seismic Evaluation of Structures at Plant Nos. 1 and 2 Page 9 of 20 C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. AutomotiveNehicle Liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier'SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Five Million Dollars ($5,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. 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. PSA PROJECT NO. PS15-06 Revision 011017 Seismic Evaluation of Structures at Plant Nos. 1 and 2 Page 10 of 20 In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The CONSULTANT shall provide SANITATION DISTRICT with access to copies of its insurance certificates and amendatory endorsements affective coverage at its office in Huntington Beach, California during normal working hours. Confidential information may be redacted from said policies, provided that verification of coverage may not be redacted. Said policies and endorsements shall conform to the requirements herein stated. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. PSA PROJECT NO. PS15-06 Revision 011017 Seismic Evaluation of Structures at Plant Nos. 1 and 2 Page 11 of 20 H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty(30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, and shall be received by the SANITATION DISTRICT not less than thirty (30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. PSA PROJECT NO. PS15-06 Revision 011017 Seismic Evaluation of Structures at Plant Nos. 1 and 2 Page 12 of 20 M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. O. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 10. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. 11. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 3 - COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 12. ENGINEERING REGISTRATION The CONSULTANT's personnel and Suboonsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. PSA PROJECT NO. PS15-06 Revision 011017 Seismic Evaluation of Structures at Plant Nos. 1 and 2 Page 13 of 20 13. SANITATION DISTRICT PROVIDED INFORMATION AND SERVICES The SANITATION DISTRICT shall furnish the CONSULTANT available studies, reports and other data pertinent to the CONSULTANT's services; obtain or authorize the CONSULTANT to obtain or provide additional reports and data as required; furnish to the CONSULTANT services of others required for the performance of the CONSULTANT's services hereunder, and the CONSULTANT shall be entitled to use and rely upon all such information and services provided by the SANITATION DISTRICT or others, unless noted otherwise elsewhere in this Agreement or in the Scope of Work, in performing the CONSULTANT's services under this AGREEMENT. 14. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this AGREEMENT during the term of this AGREEMENT and for a period of three (3) years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. 15. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of the SANITATION DISTRICT. CONSULTANT's staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for PSA PROJECT NO. PS15-06 Revision 011017 Seismic Evaluation of Structures at Plant Nos. 1 and 2 Page 14 of 20 hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 16. THIRD PARTIES This Agreement is entered into by and for the SANITATION DISTRICT and the CONSULTANT, and nothing herein is intended to establish rights or interests in individuals or entities not a party hereto. 17. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Ludwig Lapus, Contracts Administrator Copy: Don Cutler, Project Manager CONSULTANT: Geosyntec Consultants 2100 Main Street, Suite 150 Huntington Beach, CA 92648 Attention: Chris Conde, Project Manager Copy: Christopher Hunt, Project Director All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 18. 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 17 - NOTICES. PSA PROJECT NO. PS15-06 Revision 011017 Seismic Evaluation of Structures at Plant Nos. 1 and 2 Page 15 of 20 19. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by the SANITATION DISTRICT. 20. 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. 21. 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. 22. 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. 23. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 24. 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). PSA PROJECT NO. PS15-06 Revision 011017 Seismic Evaluation of Structures at Plant Nos. 1 and 2 Page 16 of 20 25. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT's liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT's indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties 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. 26. 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 PSA PROJECT NO. PS15-06 Revision 011017 Seismic Evaluation of Structures at Plant Nos. 1 and 2 Page 17 of 20 regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 27. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, as applicable, all of which may be amended from time to time. 28. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the AGREEMENT is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the AGREEMENT is otherwise terminated or expires in accordance with the terms of the AGREEMENT, the SANITATION DISTRICT shall give the Consultant written notice that the AGREEMENT will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the AGREEMENT within thirty(30) days of receipt of notice of AGREEMENT closeout. Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT shall commence a closeout audit of the AGREEMENT and will either: i. Give the CONSULTANT a final AGREEMENT Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT's cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the AGREEMENT. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final AGREEMENT acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated PSA PROJECT NO. PS15-06 Revision 011017 Seismic Evaluation of Structures at Plant Nos. 1 and 2 Page 18 of 20 under all those provisions of the AGREEMENT which expressly or by their nature extend beyond and survive final AGREEMENT Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT'S request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or agreement with, the CONSULTANT'S request for final Agreement Acceptance. 29. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA PROJECT NO. PS15-06 Revision 011017 Seismic Evaluation of Structures at Plant Nos. 1 and 2 Page 19 of 20 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. GEOSYNTEC CONSULTANTS, 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 Attachment'B"—Labor Hour Matrix Attachment"C'— Not Attached Attachment"D"—Allowable Direct Costs Attachment"E"—Fee Proposal Attachment"F"— Not Attached Attachment"G"—Cost Matrix and Summary Attachment"H"— Not Attached Attachment"I"—Not Attached Attachment"J"—Minor Subconsultant Hourly Rate Schedule Attachment"K"—OCSD Safety Standards LRL:yp PSA PROJECT NO. PS15-06 Revision 011017 Seismic Evaluation of Structures at Plant Nos. 1 and 2 Page 20 of 20 OPERATIONS COMMITTEE Meeting Date TOBd.of Dir. 06/07/17 06/2a/17 AGENDA REPORT emNumber Item Number 3 9 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: CENTRAL GENERATION ENGINES AUTOMATIC BALANCING ANALYZERS GENERAL MANAGER'S RECOMMENDATION A. Approve a sole source purchase order to Windrock, Inc. for the purchase and installation of two Windrock Auto Balance analyzers, plus associated equipment, on two central generation engines, one at each plant, for a total amount not to exceed $501,376; and B. Approve a contingency of$50,137 (10%). BACKGROUND "Balance" is a term used to describe an engine that is running with equal pressures in all cylinders and where the ignition of the fuel is occurring at the correct time. In an engine that is out of balance, the mechanical parts are working against each other creating wear or breakage, wasting fuel, and increasing pollution. Having to overcome the internal resistance in an unbalanced generator engine results in less electricity generated per unit of fuel burned. The term auto balancing refers to a feedback system that continuously adjusts the fuel to air ratio to each cylinder based upon multiple measurements. By automating the engine balancing, staff expects to see increased fuel efficiency, reduced mechanical wear, reduced environmental emissions such as Carbon Monoxide and Oxides of Nitrogen, and enhanced diagnostic tools to identify and/or prevent breakdowns. The annual benefit from these improvements could reach $150,000 per engine. Staff proposes to install the Windrock Auto Balancer on one each of the 12 cylinder and 16 cylinder engines to verify the benefits and savings. If they are realized, staff will come back to the Board of Directors at a future time to install these devices on the remaining six engines. RELEVANT STANDARDS • Maintain a culture of improving efficiency • 24/7/365 treatment plant reliability • Maintain a proactive asset management program Page 1 of 2 PROBLEM Currently, the engine balancing is done manually by Orange County Sanitation District (Sanitation District) staff. This is time consuming and maintenance intensive. At the Sanitation District, this method does not work well due to changes in the digester gas quality (BTU content) and temperature fluctuations between day and night. PROPOSED SOLUTION Use continuous balancing to improve performance, reduce emissions, and reduce maintenance costs. RAMIFICATIONS OF NOT TAKING ACTION If not undertaken, the Sanitation District will realize higher maintenance costs, lower fuel efficiency, higher engine emissions resulting in increased chemical costs for emission control, and longer engine down time. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Given that the technology used for this device is patented by Windrock, Inc. (Windrock), the analyzer is designed for our type of engines, and Windrock can deliver a turnkey solution, Windrock is the sole source provider for this equipment. Also, this technology is especially appropriate for the Sanitation District given that it is effective for variable fuel quality, which is a problem at the Sanitation District due to the use of digester gas. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the Divisions 870 and 880 FY16/17 operating budget. (Line item: Small Capital Projects, Section 8, Page 86). Date of ADDroval Contract Amount Continoencv 06/28/17 $501,376 $50,137 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A Page 2 d 2 OPERATIONS COMMITTEE Meeting Date TOBd.of Dir. 06/07/17 06/28/17 AGENDA REPORT Rem Number Iem Number s 10 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: James E. Colston, Director of Environmental Services SUBJECT: BIOSOLIDS MANAGEMENT CONTRACT RENEWAL—TULE RANCH GENERAL MANAGER'S RECOMMENDATION A. Authorize the five-year contract renewal with Tule Ranch, Amendment No. 2, to manage Orange County Sanitation District's biosolids from Reclamation Plant No. 1 and Treatment Plant No. 2 for land application and/or landfill disposal (Specification No. S-2011-5136D), for the period commencing November 1, 2017 through October 31, 2022, for a unit price increase of$2.50, for a new unit price of $57 per ton, for a total estimated annual amount not to exceed $9,000,000; and B. Approve an aggregate annual unit price contingency of 5%. BACKGROUND On January 1, 2013, the Orange County Sanitation District (Sanitation District) executed a biosolids management contract for a term of five years, with one five-year renewal option with Tule Ranch to haul and land-apply the Sanitation District's biosolids at a tipping fee of $54.50 per wet ton of biosolids. This contract will expire on December 31, 2017 and the Sanitation District has elected to exercise its option to renew the contract with Tule Ranch. Sanitation District staff negotiated a renewal of the contract for a $2.50 per ton increase (4.6%) based on the following factors: • Tule Ranch maintained the same price for five years despite increases in costs • Employee wage and workers' compensation increases • New regulatory oversight and administrative costs • Refurbishment of truck trailers • Retirement and replacement of equipment due to California Air Resources Board (CARB) Rules • Maintenance activities due to CARB Rules • Increases in California fuel and registration taxes (SB1-Transportation Funding) • Increases in equipment and maintenance costs • Increases in truck and general liability insurance costs • Costs for new Department of Transportation electronic monitoring devices Staff reviewed and vetted costs, and supports a modest increase in the price per ton. Tule Ranch manages about 45% of the Sanitation District's biosolids on a yearly basis. Page 1 d 3 The remaining material is managed via compost. Below is a cost comparison: • Tule Ranch —$57/ton (proposed) at 280 miles (Yuma County, AZ) • Nursery Products—$48.90/ton at 135 miles (Helendale, CA) • Liberty Compost—$54.79/ton at 190 miles (Kern County, CA) • Inland Empire Compost Manufacturing Facility — $72.79/ton at 50 miles (City of Rancho Cucamonga, CA) RELEVANT STANDARDS • Ocean Discharge Permit, NPDES CA0110604 §VI.C.4.b Sludge (Biosolids) Requirements • Resolution No. OCSD 13-03, Biosolids Recycling Policy • Safe beneficial reuse of Biosolids PROBLEM The existing biosolids management contract between Tule Ranch and the Sanitation District expires on December 31, 2017. If the contract is not renewed, the Sanitation District's biosolids management diversity will be impacted, eliminating the only land application option. PROPOSED SOLUTION Approve the contract renewal to continue biosolids management diversity and sustainability, supporting the land application of biosolids for beneficial agriculture use. TIMING CONCERNS The existing biosolids management contract between Tule Ranch and the Sanitation District expires on December 31, 2017. The Sanitation District needs approximately six months to go out to bid, if renewal is not accepted. RAMIFICATIONS OF NOT TAKING ACTION The Sanitation District's biosolids management diversity and sustainability will be impacted, reducing its management option to only composting. PRIOR COMMITTEE/BOARD ACTIONS • October 2014 - Approved Amendment No. 1 to the Tule Ranch Agreement S- 2011-513BD, for the Management of Biosolids, providing additional fail-safe contingency options for hauling and processing sub-Class 'B" biosolids for land application. • August 2012 - Approved a contract with Tule Ranch to manage the Sanitation District's biosolids from Reclamation Plant No. 1 and Treatment Plant No. 2 for land application and/or landfill disposal for the period commencing on January 1, 2013 through December 31, 2017, with one five-year renewal option. Page 2 d 3 ADDITIONAL INFORMATION Tule Ranch has been an excellent service provider over the life of the contract. • They have been an important flexible partner in picking up extra loads whenever possible. • They have been refurbishing trailers, purchasing new trucks, and upgrading to CARB-compliant equipment at a faster rate than required by regulations. • They have a Class A lime stabilization plant as a fail-safe option for the Sanitation District to send biosolids in case the digestion detention time is not met, which was a major concern as we were balancing operational demands of the P1-100 digester cleaning and rehab with the Groundwater Replenishment System (GWRS) expansion in 2015-16. • They have upgraded their onsite incorporation to meet the 6-hour vector attraction reduction standard,thereby giving the Sanitation District a fail-safe back up in case we do not meet our 36% volatile solids reduction requirement, which we have had a couple of close calls in the past few years. This upgrade reduces flies and odors, providing important evidence to the local regulators that Tule Ranch is not the source for this local problem. This is especially important as neighboring businesses have practices that are attracting flies and odors. • Tule Ranch also upgraded their biosolids offloading process to a best in class method that has no on the ground storage of biosolids. The biosolids are offloaded directly into a slinger instead of being staged on the ground for a loader to scoop into the slinger. This process is more efficient, but also means there are no "chronic biosolids stains"that require extra work to till into the soil. • Tule Ranch is also now utilizing a drone to monitor their crops to ensure even spreading of biosolids. Pictures and video have been shared with the Sanitation District and will be benefit to our updated Biosolids video. CEQA The Sanitation District filed a Notice of Exemption for the current Tule Ranch agreement on August 23, 2012. This Amendment does not result in any changes. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted. (Line item: Section 5, Page 6). ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.corn with the complete agenda package: • Proposed Amendment No. 2 • Amendment No. 1 • Original Agreement Page 3 of 3 AMENDMENT NO. 2 TO AGREEMENT FOR THE MANAGEMENT OF BIOSOLIDS—LAND APPLICATION AND LANDFILL DISPOSAL (5-2011.513BD) THIS SECOND AMENDMENT TO THE AGREEMENT FOR THE MANAGEMENT OF BIOSOLIDS—LAND APPLICATION AND LANDFILL DISPOSAL (5-2011-513BD), is made and entered into, to be effective on the date last signed below, by and between the Orange County Sanitation District, hereinafter referred to as "OCSD," with main offices located at 10844 Ellis Avenue, Fountain Valley, California 92708-7018 and Tule Ranch, of Fresno, California, hereinafter referred to as "Contractor,", and collectively referred to as the "Parties". WHEREAS, OCSD and Contractor executed, delivered, and entered into the Agreement for the Management of Biosolids—Land Application and Landfill Disposal between OCSD and Contractor,effective January 1, 2013 ("the Agreement'); and WHEREAS, OCSD and the Contractor executed, delivered, and entered into Amendment No. 1 to the Management of Biosolids — Land Application and Landfill Disposal effective November 12, 2014 ("Amendment No. 1"), for purposes of removal, transportation, and acceptance for delivery of Sub-Class B Biosolids for treatment at certain facilities; and WHEREAS, the Parties wish to amend the Agreement further to make certain modifications which shall be called Amendment No. 2 to Agreement for the Management of Biosolids — Land Application and Landfill Disposal ("Amendment No. 2"); and WHEREAS,on June 28,2017,the Board of Directors of OCSD authorized execution of Amendment No. 2; and WHEREAS, the Parties to the Agreement desire that Amendment No. 2 be incorporated into the Agreement and become a part thereof; and WHEREAS, the Parties desire that the Agreement as modified by Amendment No. 1 and Amendment No. 2 shall constitute the sole and entire Agreement among the Parties; NOW, THEREFORE, in consideration of these premises and the mutual covenants contained herein, the Parties agree to amend the Agreement as follows: 1. The Agreement for the Management of Biosolids — Land Application and Landfill Disposal between OCSD and Contractor shall be amended as follows: a. Section 3 Tenn of Agreement,shall be deleted in its entirety and restated as follows: "This Agreement shall be effective as of November 1, 2017, and shall continue in full force and effect for a period of five calendar years, ending October 31, 2022, unless the Agreement is terminated prior to the expiration date pursuant to the terms of this Agreement. b. Section 17 Compensation, shall be deleted in its entirety and restated as follows: "District shall pay Contractor a Base Land Application Fee plus hauling and transportation cost of$57.00 per wet ton. District shall pay Contractor a Base Landfill Tipping Fee plus hauling and transportation cost of$69.00 per wet ton for Biosolids managed on mutually agreed upon landfills. Amendment No. 2 Page 1 5-2011-513BD 124e194.t District shall pay Contractor a mutually agreed upon Base Fee plus hauling and transportation cost for Biosolids managed at other mutually agreed upon sites. Such arrangement shall be in writing, authorized by both parties, without the need to amend this Agreement. Parties have agreed to a fuel surcharge rate calculation as referenced in Exhibit"B", attached hereto and incorporated herein, and have agreed that no Consumer Price Index(CPI)adjustment is applicable to this Contract. Fuel Surcharge Rate=A(X-Y) A=Distance Multiplier 1) Kern County =3.0 and 2) Yuma County, AZ = 3.85 where distance multiplier is a factor of approximate total miles (round trip), truck fuel efficiency (assumes 5.5 m/g to Kern and 6.5 m/g to AZ), and an average of 25 tons per truck load. If and only if Contractor must use a failsafe location to divert all of District's biosolids for an extended period of time, Contractor may use Alternative Site—Class B Dateland, AZ =4.8 distance multiplier. X = Monthly average fuel Price per gallon, at a rate established monthly by the U.S. Energy Information Administration (EIA). Y = Monthly average fuel price to be established at rate set by the U.S. Energy Information Administration (EIA) in October, 2017. If the Contractor is able to secure a backhaul, the District shall be credited 50% of the net profit received by the Contractor for the backhaul. The Contractor shall credit the District on a bi-weekly basis for any backhaul performed, which the Contractor shall record and itemize in the regular bi- weekly invoice submitted to the District. The total annual cumulative amount paid for all of the District's Biosolids Management, inclusive of the services under this Agreement shall not exceed $9,000,000. Contractor shall produce all books, records, invoices and receipts demonstrating the actual costs of regulatory fees. The Base Land Application Fee or Base Landfill Tipping Fee may be subject to adjustment for cost fluctuations based on the sole discretion of the District if it is determined that an increase in the payment for Biosolids Management is necessary in order to compensate the Contractor for reasonable costs incurred in excess of those contemplated at the time this Agreement is executed. Consumer Price Index adjustment does not apply in this contract. Rate increases shall be limited to those documented to be necessary to meet the Contractor's increased expenses. Contractor agrees to provide the District with written documentation supporting its request for any increase in the per ton cost to the District. All Contractor invoices shall be paid within thirty(30)days of receipt by District. Contractor shall keep proper books of record and accounts of all revenues to be shared with District which shall contain complete and correct entries of all deliveries of Biosolids. Said books and records shall, upon Amendment No. 2 Page 2 5-2011-513BD 124e194.t written request, be made available for inspection by a duly authorized representative of District." C. The following language shall be added to Section 11 Biosolids Contractor Reouirements: "Contractor has established the practice of direct offloading of biosolids into the slinger (which effectively eliminates any staging of biosolids) followed by incorporation of the biosolids within 6 hours. This practice serves as a fail-safe method to meet the District's onsite vector attraction reduction requirements.Contractor shall continue this practice for District biosolids and shall not discontinue the practice for any reason without written approval to change the practice by the District." 2. Except as expressly amended above, all other provisions of the Agreement will remain unchanged and in full force and effect. [SIGNATURE PAGE FOLLOWS] Amendment No. 2 Page 3 5-2011-513BD 124819Cl IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Amendment No. 2 to be signed by the duly authorized representatives as of the day and year last signed below. Orange County Sanitation District Tule Ranch of Fresno, California By: Marc Dubois Date Date Contracts/Purchasing Manager Name: Gregory C. Sebourn, PLS Date Chairman, Board of Directors Title: Kelly A. Lore Date Clerk of the Board APPROVED AS TO FORM: Bradley R. Hogin Amendment No. 2 Page 4 5-2011-513BD 124e194.t AMENDMENT NO. 1 TO AGREEMENT FOR THE MANAGEMENT OF BIOSOLIDS—LAND APPLICATION AND LANDFILL DISPOSAL (S-2011-513BD) THIS AMENDMENT TO THE AGREEMENT FOR THE MANAGEMENT OF BIOSOLIDS—LAND APPLICATION AND LANDFILL DISPOSAL(S-2011-513BD), is made and entered into, to be effective on the date last signed below, by and between the Orange County Sanitation District, hereinafter referred to as "OCSD," with main offices located at 10844 Ellis Avenue, Fountain Valley, California 92708-7018 and Tule Ranch, of Fresno, California, hereinafter referred to as "Contractor,", collectively referred to as the "Parties". WHEREAS, OCSD and Contractor executed, delivered and entered into the Agreement for the Management of Siololids—Land Application and Landfill Disposal between OCSD and Contractor, the effective date of which is January 1,2013 ("the Agreement"); and WHEREAS, the Parties wish to amend the Agreement to make certain modifications which shall be called Amendment No. 1 ("Amendment); and WHEREAS, on October 22, 2014, the Board of Directors of OCSD, by minute order, authorized execution of this Amendment between OCSD and Contractor; and WHEREAS, the Parties to the Agreement desire that this Amendment be incorporated into the Agreement and become a part thereof; and WHEREAS, the Parties desire that the Agreement as modified by this Amendment shall constitute the sole and entire Agreement among the Parties; NOW, THEREFORE, in consideration of these premises and the mutual covenants contained herein,the Parties agree to amend the Agreement as follows: 1. In addition to removing,transporting and accepting Class B Biosolids pursuant to Section 5 of the Agreement, Contractor agrees to remove, transport and accept for delivery Sub-Class B Biosolids for treatment at the following facilities at the following compensation: a. $67.00 per wet ton of sub-Class B biosolids to be hauled and processed at a lime- stabilization plant prior to land application on Tule Ranch's farm in Yuma, Arizona; and b. $68.00 per wet ton of sub-Class B biosolids to be hauled and processed at Arizona Soils compost facility owned and operated by Synagro, another DISTRICT biosolids contractor; and C. $13.00 per wet ton of sub-Class B biosolids to be hauled to Orange County Waste and Recycling (OCWR) Landfill, Prima Deshecha Landfill. OCWR tipping fees will be paid directly by OCSD. 2. Except as expressly amended above, all other provisions of the Agreement will remain unchanged and in full force and effect. [SIGNATURE PAGE FOLLOWS] Amendment No. 1 Page 1 5-2011-513BD 1033090.1 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Amendment No. 1 to be signed by the duly authorized representatives as of the day and year last signed below. Orange County Sanitation District Tule Ranch.of Fresno.CA /d2-/� By: Con ctslPurchasing Manager Date Date t Name: S1N0. K, M ea9wK finnan, Board o�irectom4i Title: 0,yAt,' Clerk o the Board ate 9/23114 Amendment No. 1 Page 2 S-2011-513BD 1033090.1 AGREEMENT FOR THE MANAGEMENT OF BIOSOLIDS — LAND APPLICATION AND LANDFILL DISPOSAL This Agreement for the Management of Biosolids—Land Application and Landfill Disposal ("Agreement") is made and entered into, to be effective this!day of "by and between: V U ORANGE COUNTY SANITATION DISTRICT, a County Sanitation District, (hereinafter referred to as"District" or"OCSD') AND TULE RANCH, of, - Fresno, California, a company, (hereinafter referred to as "Contractor") The District and Contractor are sometimes individually referred to herein as each "Party,"and collectively referred to herein as the"Parties." RECITALS WHEREAS, Contractor represents that it has the expertise and qualifications necessary to perform the Biosolids Management services described in this Agreement in a highly competent manner. Contractor further represents that it has demonstrated competence in providing the type of services contemplated by this Agreement. Contractor acknowledges that District is relying on these representations in entering into this Agreement; and WHEREAS, subject to the specific terns and conditions set forth herein, Contractor desires to enter into this Agreement with District for removal and processing of the District's dewatered Biosolids; and WHEREAS, subject to the specific terms and conditions set forth herein, Contractor and District desire to enter into this Agreement providing for: (i) the transportation and management of the District's Biosolids in Yuma County,Arizona; (ii) the transportation and management of the District's Biosolids to other sites or facilities as directed by the District; and (Ili) the permitting of the Biosolids Management sites and Contractor's management of operations with District's Biosolids thereon; and WHEREAS, District desires to have Contractor beneficially use District's Biosolids at its permitted use sites for land application or proper disposal of biosolids into permitted landfills in accordance with the specific terms and conditions set forth herein; and 873622.1 WHEREAS, Contractor represents that it has valid permits from the State of Arizona Department of Environmental Quality, applicable California Regional Water Quality Control Board, County Health Services Departments, and any other Federal, State, Regional and/or local Regulatory Agency as necessary, to operate a program for beneficial use or disposal of Biosolids. Contractor shall forward to District copies of all necessary permits secured in respect to said operations, as defined herein. Contractor has a number of existing sites located in, but not limited to, Arizona, that are permitted for the management of Biosolids under these permits ('Existing Sites"); and WHEREAS, the District is working with the Orange County Waste and Recycling to secure entry into their local Orange County landfills, and Contractor is anticipated to - transport, haul, and deliver Biosolids in amounts determined by the District in the event this option is implemented; and WHEREAS, the District is interested in utilizing other sites or facilities as a way to further diversify its portfolio of Biosolids management options, including, but not limited to, analyzing the suitability of District Biosolids at different facilities, providing District Biosolids for research or demonstration facilities, or investigating the suitability of a facility in meeting District tracking and documentation requirements; therefore,from time to time, Contractor is anticipated to transport, haul, and deliver Biosolids in amounts determined by the District to other sites or facilities as directed by the District. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein,the Parties agree as follows: Section 1. Definitions 1.1. Backhaul. Means the return trip of a truck, transporting cargo or freight, especially when carrying goods back over all or part of the same route, thereby reducing transport costs for ground freight. 1.2. Biosolids. Means the primarily organic material removed and digested to clean municipal waste water or domestic sewage. The District's Biosolids meet the non- hazardous material standard according to the California Administration Code's procedures and the U.S. Environmental Protection Agency's (EPA)Toxic Characteristic Leaching Procedures test. In addition, Biosolids shall meet the EPA's Pollutant Limits, as established in 40 Code of Federal Regulations Part 503-Sewage Sludge Regulations (Table 1) and shall also meet the EPA's Class B Pathogen Reduction and Vector Attraction Reduction Requirements as stated in 40 Code of Federal Regulations Part 503 Sewage Sludge Regulations. Grit and screenings removed during the wastewater treatment process shall not constitute Biosolids. Digester cleanings are considered Biosolids, and may meet Class B requirements. 1.3. Biosolids ManacemeM. Means the transporting, accepting, delivery, and final use or processing of Biosolids in compliance with all applicable legal requirements under federal, state, and local law, including but not limited to those requirements defined in the California Public Resources Code section 40192 and the Federal Code of Regulations 40 CFR, Part 503. 873622.1 1.4. District's Biosolids. Means Biosolids removed by or generated by the District during the treatment of municipal waste water or domestic sewage at District Plants. Section 2. Nature of Agreement. This Agreement,when fully executed by the Parties, shall constitute a contract whereby Contractor agrees to remove and transport, or accept delivery of Biosolids from District's Reclamation Plant No. 1 and/or Treatment Plant No. 2, in quantities as determined and directed by District. Contractor shall further agree to manage District's Biosolids via land application and/or landfill at established/approved sites or at other mutually agreed upon sites and facilities for the beneficial use of Biosolids. In addition, Contractor agrees to transport, haul, and deliver Biosolids in amounts determined by the District to other sites or facilities as directed by the District. Contractor hereby agrees to provide the services and full the requirements requested in the District's Request for - Proposal and Scope of Work, attached hereto as Exhibit"A", and incorporated herein, and Contractor shall provide such services consistent with Contractors proposal, attached hereto as Exhibit"B", and incorporated herein, or as directed by the District. In addition, Contractor shall also have the capability of hauling and managing District's Biosolids to designated locations as determined by the District and must have excess capacity of a minimum of 750 wet tons per day to manage up to 100% of the District's daily Biosolids production as a failsafe provision. Section 3. Term of Agreement. This Agreement shall be effective as of the date first set forth above and shall continue in full force and effect for a period of five calendar years, beginning January 1, 2013, and ending December 31, 2017, unless the Agreement is: (1)terminated prior to the original expiration date pursuant to the terms of this Agreement; or(2) renewed pursuant to this Section 3, except as subject to early termination as provided in Section 4 of this Agreement. This Agreement may be extended for up to one additional five-year term by mutual consent of both Parties at any time during this Agreement's original term. The Parties may renegotiate the fees or prices set forth in Section 17 as a condition of any such extension. Section 4. Early Termination. 4.1. Grounds for Early Termination. This Agreement may only be terminated _ at a time prior to the scheduled termination date set forth in Section 3 of this Agreement, and any renewal thereof by written notice of termination as follows: A. By either Party in the event the defaulting Party fails to cure a material breach of this Agreement within thirty(30) days of receipt of a written notice from the non-defaulting Party of such material breach. B. By District upon 90 calendar days written notice to Contractor,where District has determined, in its sole discretion, that the services of Contractor no longer meet, or are necessary to meet, the District's Biosolids Management needs. In the event of termination pursuant to this Section 4, subdivision B, Contractor shall have the opportunity to consult with the District prior to termination and to submit and negotiate reasonable contract termination expenses, if any. 873622.1 Such costs may include, but are not limited to: (i) Costs for services and work performed to the date of termination. (ii) Costs for completing such tasks or work as may be directed by District. (iii) Other costs which are reasonably associated with termination. C. By either Party, in the event of a Force Majeure, if such condition exists for thirty (30) days or more. Either party may terminate this Agreement by giving notice in writing in accordance with Section 33. Said notice shall be effective twenty-four(24) - hours after receipt. D. District may, after giving Contractor(and the surety, if any)fifteen (15) days'written notice and to the extent permitted by laws and regulations, terminate the services of Contractor for cause, upon the occurrence of any one or more of the following events: (i) If Contractor fails to perform the work in accordance with the Contract Documents including, but not limited to, failure to provide Biosolids Management services established under the terms of this Agreement, refusal or inability to correct significant non-compliance or management system non-conformance findings, failure to supply sufficient skilled workers, or failure to provide suitable materials or equipment; (ii) If Contractor otherwise violates in any substantial way any provisions of the Agreement; and/or (ill) If Contractor is adjudicated bankrupt, voluntarily files for bankruptcy, or makes any assignment for the benefit of creditors, District may terminate this Agreement by giving the Contractor written notice of termination. The Agreement shall terminate on the date specified in the notice of termination. 4.2. Effect of Early Termination. Where Contractor's services have been so terminated by District, as set forth in this Section 4, the termination will not affect any rights or remedies of District against Contractor then existing or which may thereafter accrue. Any retention or payment of moneys due Contractor by District will not release Contractor from liability. 4.3. Rlahts Upon Termination. On termination of this Agreement by District for cause, District and Contractor agree as follows: (i) All of the records in Contractor's possession pertaining to the operation of the Project, together with all supplies, equipment, or other items of property owned by District and in Contractor's possession, shall be immediately delivered to District. 973622.1 (ii) Contractor's right to compensation shall immediately cease, except that Contractor is entitled to compensation for services rendered before the termination date. Section 5. Composition of Biosolids. All Biosolids to be removed by Contractor shall be digested wastewater Biosolids that are processed and dewatered by District to an average of 15 or greater percent solids. The District produces Class B Biosolids by anaerobically digesting primary and secondary solids at a temperature of approximately 98OF for greater than 15 days. The District's Biosolids shall meet the non-hazardous material standard according to the California Administration Code's procedures and the U.S. Environmental Protection Agency's (EPA)Toxic Characteristic Leaching Procedures test. In addition, the District's Biosolids shall meet the EPA's alternative Pollutant Limits, as established in 40 Code of Federal Regulations Part 503-Sewage Sludge Regulations (Table 1). The District's - Biosolids shall also meet the EPA's Class B Pathogen Reduction and Vector Attraction Reduction Requirements as stated in 40 Code of Federal Regulations Part 503 Sewage Sludge Regulations. Section 8. Ownership of Biosolids. All Biosolids removed from District's premises by Contractor shall become the property of and the responsibility of Contractor at the time Contractor takes possession at District's facilities. In the event the Biosolids are transported by District to the Contractor's sites, or to other mutually agreed upon sites, the Biosolids shall become the property of and responsibility of Contractor at the time Contractor takes possession at its designated location. The District maintains strict oversight of these Biosolids throughout the final use process, up to, but not limited to, post-Iandfilling inspections and crop, harvesting inspections. Section 7. Permitting of Biosolids Management Land Application and Landfill Sites. On execution of this Agreement, Contractor agrees to comply with the following: 7.1 Contractor shall maintain in effect all necessary licenses, permits and other approvals legally required in order to perform this Agreement. 7.2. Contractor shall promptly notify the District of any action or proceeding to cancel, withdraw or modify any license, permit or insurance policy held by Contractor that is related to the District's Biosolids, and of the cancellation, withdrawal, loss or modification of any such license, permit, or policy. 7.3. Contractor shall forward to District copies of all new or revised permits obtained for its existing land application or landfill sites. Prior to commencing operations at such other locations as may be agreed to, Contractor shall forward to District copies of all necessary permits secured in respect to said operations, as defined herein. Contractor shall demonstrate to District upon request that it has obtained and kept current all required business authorizations, including but not limited to Contractor's license and corporate status. 873622.1 Section 8. Scheduled Pickup. Contractor will at all times have a sufficient number of trucks available for removal and management of Biosolids produced by the District in accordance with a prearranged, mutually agreed upon time schedule, location, and in conformance with the Biosolids management system requirements. Section 9. Inclement Weather. Contractor shall provide adequate facilities to insure its ability to manage Biosolids produced by District during inclement weather. Section 10. Biosolids Management Plan. The Contractor shall provide the District with a thorough Biosolids Management - Plan (BMP) on the effective date of this Agreement. The BMP shall include, but not be limited to, a complete description of the Contractor's operations, environmental monitoring, and incident response plan. Section 11. Biosolids Contractor Requirements Contractor shall conform to the District's Biosolids Resolutionand Biosolids Contractor Reouirements, as set forth in Exhibit"C", attached hereto and incorporated herein, which may be amended from time to time without the need to amend this Agreement. The District shall provide notice to Contractor and a reasonable amount of time for compliance with any amendments to the District's Biosolids Resolution and Biosolids Contractor Requirements. Amendments to Exhibit "C" shall be incorporated herein. Consequences for non-conformance with District requirements include, but are not limited to, truck and driver lockout, reduction in number of scheduled loads, withholding of payment, and grounds for early termination of this Agreement. District's Biosolids Management System includes requirements for Biosolids Contractors. Currently, conformance with District's Biosolids Contractor Requirements includes a commitment to the National Biosolids Partnership's Code of Good Practice and other applicable good practices, procedures for tracking biosolids, reporting and record keeping, regulatory compliance, proactive maintenance, self-imposed requirements, public outreach and documentation, participation in audits and any required corrective actions, corrective and preventive actions for all inspection findings, - training and emergency preparedness plans, and other elements that may have procedural and cost implications for Contractors. Pursuant to Section 10, Contractor shall develop and submit a Biosolids Management Plan, which is consistent with the District's Biosolids Contractor Requirements, prior to execution of this Agreement. Section 12. Safety. Contractor's management may be required to attend periodic safety meetings, as directed by District, and Contractor shall be responsible for insuring that all District safe working practices are followed by Contractor's personnel. The District may also require the Contractor to submit safety records. 873622.1 Section 13. Force Maieure. Notwithstanding any other provisions in this Agreement, neither Contractor nor District shall be held responsible or liable for failure to meet their respective obligations under this Agreement, if such failure shall be due to causes beyond the control of the Party that failed to meet its obligations ("Force Majeure"). Such causes shall be limited, however, to the following: civil disorder, insurrection or acts of the public enemy, or acts of a federal or state governmental authority which renders it unlawful to implement this Agreement. A Party shall immediately notify the other Party in writing of such a condition. No Party, however, shall be relieved of any obligation or liability if such failure arises out of such Party's own acts or negligence. Section 14. Records and Reporting. Contractor shall keep complete and correct daily records of all Biosolids Management activities, including, but not limited to, records reflecting the date, quantity, origin and destination of Biosolids removed,transported, land applied, or landfilled. Upon request by the District, Contractor shall provide the District timely access to all such records concerning the management of District's Biosolids, including, but not limited to, application, planting and harvesting dates, crop yields, and the District may conduct additional laboratory testing to verify regulatory compliance. Contractor shall provide the District with a monthly report of activities within 30 days after the end of each month during the tens of this Agreement, commencing one (1) month from the effective date of this Agreement. The report of activities shall include, but not be limited to, amount of biosolids hauled and managed, environmental monitoring data, crops planted and harvested, crop yields, If applicable, quantities of residuals applied, problems encountered, communications log and outreach efforts, and approved drivers lists. Contractor shall provide District with an annual report of compliance with 40 CFR Sections 501 and 503 no later than February 12 of the year following the calendar year of the report. Section 15. Compliance with Laws. 15.1 Contractor shall assure that all processes utilized at its existing land application or landfill sites, or other approved sites, specific to this Agreement, shall comply with all applicable local, state and federal laws, rules, regulations and pronouncements including but not limited to the following: A. All activities shall be conducted in accordance with the rules, regulations, orders and other requirements, as applicable, set forth by the U.S. Environmental Protection Agency, Department of Transportation, State of Arizona, State of California, and not limited to, State of California Water Resource Control Board, California Regional Water Quality Control Board, State of California CalRecycle, Air Pollution/Air Quality Control District, County of Orange, Parts 503 of Title 40 of the Code of Federal Regulations ('Standards for the Use and Disposal of Sewage Sludge", respectively), Arizona Article 10 Biosolids Regulations, and such other regulations as may be applicable now or in the future; $73622.1 B. Contractor recognizes that Part 503 of Title 40 of the Code of Federal Regulations is a self-implementing rule and that activities conducted at its existing land application or landfill sites must comply with all applicable general requirements, pollutant limits, management practices, operational standards, monitoring requirements, recordkeeping requirements and reporting requirements of the rule. Contractor shall provide all information relevant to operations at its existing land application or landfill sites, which the District may include in completing NPDES or other permit applications or permit-required reports. 15.2. Contractor shall perform under this Agreement in a safe, competent and compliant manner. 15.3. Contractor shall comply with all applicable federal, state and local laws, statutes, regulations, ordinances, rules, orders, directives, and pronouncements in performing its obligations under this Agreement. _ 15.4. Without limiting the foregoing, Contractor shall abide by, and shall cause its employees and subcontractors to abide by, all applicable health, safety and EPA and Arizona Department of Environmental Quality rules. 15.5. Contractor shall promptly and fully notify the District of any governmental action or proceeding to enforce any statute, regulation, ordinance, rule, or governmental order in connection with the District's Biosolids covered under this Agreement. 15.6. Contractor shall keep fully informed of federal, state and local laws, ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the District's Biosolids pursuant to this Agreement. Section 16. Inspections. District shall have access to Contractor's existing sites and other sites specific to this Agreement during normal business hours to conduct inspections of Biosolids Management and related operations. District shall not be required to give advance notice of such inspections to Contractor. Section 17. Compensation. District shall pay Contractor a Base Land Application Fee plus hauling and transportation cost of$54.50 per wet ton. District shall pay Contractor a Base Landfill Tipping Fee plus hauling and transportation cost of$69.00 per wet ton for Biosolids managed on mutually agreed upon landfills. In addition, the District shall pay Contractor$6.00 per wet ton to transport and haul the District's Biosolids to the Orange County Waste and Recycling's Prima Deshecha Landfill located at 32250 La Pal Avenue, San Juan Capistrano, California. The District shall pay the Orange County Waste and Recycling's Base Landfill Tipping Fee as separately negotiated by the District. District shall pay Contractor a mutually agreed upon Base Fee plus hauling and transportation cost for Biosolids managed at other mutually agreed upon sites. Such 873622.1 arrangement shall be in writing, authorized by both parties, without the need to amend this Agreement. Parties have agreed to a fuel surcharge rate calculation as referenced in Exhibit °B", attached hereto and incorporated herein, and have agreed that no Consumer Price Index (CPI)adjustment is applicable to this Contract. Fuel Surcharge Rate =A(X-Y) A=Distance Multiplier 1) Kern County=3.0 and 2)Yuma County, AZ=4.8. Where Distance multiplier is a factor of approximate total miles (round trip), truck fuel efficiency (assumes 5.5 m/g to Kern and 6.5 m/g to AZ), and an average of 25 tons per truck load. X= Monthly average fuel Price per gallon Y= Monthly average fuel price at the date Contract is executed If the Contractor is able to secure a backhaul, the District shall be credited 50% of the net profit received by the Contractor for the backhaul. The Contractor shall credit the District on a bi-weekly basis for any backhaul performed, which the Contractor shall record and itemize in the regular bi-weekly invoice submitted to the District. The total annual cumulative amount paid for all of the District's Biosolids Management, inclusive of the services under this Agreementshall not exceed $19,000,000 or the total annual biosolids management budget per year without the District's express written approval. Contractor shall produce all books, records, invoices and receipts demonstrating the actual costs of regulatory fees. The Base Land Application Fee or Base Landfill Tipping Fee may be subject to adjustment for cost Fluctuations based on the sole discretion of the District if it is determined that an increase in the payment for Biosolids Management is necessary in order to compensate the Contractor for reasonable costs incurred in excess of those contemplated at the time this Agreement is executed. Consumer Price Index adjustment does not apply in this contract. Rate increases shall be limited to those documented to be necessary to meet the Contractor's increased expenses. Contractor agrees to provide the District with written documentation supporting its request for any increase in the per ton cost to the District. All Contractor invoices shall be paid within thirty(30) days of receipt by District. Contractor shall keep proper books of record and accounts of all revenues to be shared with District which shall contain complete and correct entries of all deliveries of Biosolids. Said books and records shall, upon written request, be made available for inspection by a duly authorized representative of District. Section 18, Payment and Invoicinc. District shall pay Contractor bi-weekly for services rendered pursuant to this Agreement upon receipt of an itemized invoice, in a form acceptable to the District to 873622.1 enable audit of the charges thereon. Contractor shall e-mail the invoices to the District to the address provided in Section 34, to the attention of"Accounts Payable." Section 19. Insurance to be Maintained by Contractor. Contractor and all subcontractors shall purchase and maintain,throughout the term of this Agreement and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements(attached hereto and incorporated herein as Exhibit"D°). Contractor shall not commence work under this Agreement until all required insurance is obtained in a form acceptable to the District, nor shall Contractor allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained and submitted to the District. Failure to maintain required insurance coverage shall result in termination of this Agreement. Section 20. Default and Remedies. 20.1. Allegation of Default. In the event either Party violates any of the terms or conditions of this Agreement or fails, in the opinion of the other Party, to satisfactorily perform its duties under this Agreement, the aggrieved Party shall deliver an Allegation of Default to the violating Party. The Allegation of Default shall be delivered in the manner described in Section 33 of this Agreement. After delivery of the Allegation of Default, the violating Party shall have thirty (30)days within which to cure the alleged default or to otherwise respond to the Allegations of Default. 20.2. Event of Default. In the event that either Party to this Agreement shall fail to comply, in any material respect, with any of its obligations, covenants or responsibilities under this Agreement within 30 days after an Allegation of Default has been issued, this shall constitute an Event of Default, and the non-defaulting party shall be entitled to the remedies set forth below in Section 20.3. 20.3. Remedies for Default. In the event of an uncured event of default of any material provision of this Agreement, a Party shall be permitted to pursue any remedy available to it at law or equity; provided, however, that a Party shall have the right to terminate this Agreement only in accordance with the provisions of Section 4 hereof. The pursuit of any right or remedy by a party shall not be exclusive of its right to pursue any other remedies available to it. Neither Party shall have any right of set-off against any amounts owed under this Agreement for damages claimed under this Agreement. Section 21. District CEQA Compliance. The District's obligations under this Agreement shall become effective upon the successful completion of District's review of the proposed activities pursuant to the California Environmental Quality Act, Public Resources Code section 21000, at seq. (CEQA). District shall have no obligations under this Agreement, and the Agreement shall have no force and effect, unless and until the District determines, in its sole and absolute discretion, that District has completed all CEQA review, made appropriate findings under CEQA as required by law, and finally determined to proceed with the activities described in this Agreement. 873622.1 Section 22. Indemnification. Except as to the negligence or willful misconduct of the District, Contractor shall indemnify, defend (at Contractor's sole cost and expense and with legal counsel approved by the District, which approval shall not be unreasonably withheld), protect and hold harmless the District and all of District's officers, directors, employees, consultants, and agents (collectively the"Indemnified Parties"), (a)from and against any claim, expense, loss, liability, cost, including without limitation, attorney's fees, expert fees, or consultant fees caused by, resulting from or arising out of the failure of the Contractor, its employees, subcontractors, representatives and products,to comply fully with applicable federal, state, or local laws, statutes, regulations, ordinances, rules, or governmental directives which regulate the acceptance, handling, storage, processing or management of the District's Biosolids; (b)from all claims, suits and liability for loss or - damage to any tangible property or persons, including death, caused by any negligent or willful act of the Contractor, its employees, representatives, subcontractors, or representatives during the preparation, delivery, acceptance, handling, collection, storage or management of the District's Biosolids; and (c)from all claims, suits and liability for personal and environmental injury or harm that results from the preparation, _ acceptance, handling, collection, handling, storage or management of the District's Biosolids created by the acts or omissions of the Contractor. Contractor'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 23. Duty To Defend. The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of Contractor. Contractor's obligation to defend 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 Contractor. Payment to Contractor 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 Contractor, to any extent, then the District will reimburse Contractor for the reasonable costs of defending the Indemnified Parties against such Claims. Section 24. Attorneys' Fees. In the event that legal action is commenced by either of the Parties hereto in connection with this Agreement, the Party prevailing in any such action shall be entitled to recover from the other Party or Parties, in addition to such other relief as the Court may grant, all reasonable attomeys'fees and costs incurred by the prevailing Party. Section 25. Contractor's Status. It is understood and agreed that the Contractor is, and shall be, acting at all times as an independent contractor herein, and not as an employee of District. Contractor 873622.1 shall secure, at its own expense, and be responsible for, any and all payment of applicable taxes including Social Security(FICA), State Disability Insurance Compensation, Unemployment Compensation, employee payroll taxes, and any other payroll deduction for Contractor and its officers, agents, and employees in connection with the services to be performed under this Agreement. The relationship between the Parties shall be limited to performance of this Agreement in accordance with its terms. Unless otherwise specifically stated herein, neither Party shall have any responsibility with respect to the services to be provided or contractual benefits assumed by the other Party. Nothing in this Agreement shall be deemed to constitute either Party a partner, agent or legal representative of the other Party. No liability or benefits, such as workers compensation, pension rights or liabilities, or other provisions or liabilities arising out of or related to a contract for hire or employer/employee relationship, shall arise or accrue to any Party's agent or employee as a result of this Agreement or the performance thereto. Section 26. Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective heirs, representatives, successors, and assigns. No assignment of this Agreement shall be effective without the prior written consent of the non-assigning Party. Section27. Further Assurances. Whenever requested by the other Party, each Party shall execute, acknowledge, and deliver all further conveyances, agreements, confirmations, satisfactions, releases, powers of attorney, instruments of further assurance, approvals, consents, and all further instruments and documents as may be necessary, expedient, or proper to complete any conveyances, transfers, sales, and agreements covered by this Agreement, and to do all other acts and to execute, acknowledge, and deliver all requested documents to carry out the intent and purpose of this Agreement.. Section 28. Third-Party Rights. Nothing in this Agreement, express or implied, is intended to confer on any person, other than the Parties to this Agreement and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. Section 29. Entire Agreement: Modifications in Writing. All previous negotiations had between the Parties hereto and/or their agents with respect to this Agreement are merged herein and this Agreement alone fully and completely expresses the Parties' rights and obligations. This Agreement shall not be modified in any manner except by an instrument in writing executed by the Parties or their respective successors in interest. Section 30. Severability. Should it be found that any part of this Agreement is unlawful or unenforceable, such part or parts of this Agreement shall be of no force or effect, and this Agreement shall be treated as if such part or parts had not been inserted. 873622.1 Section 31. Interpretation. Each of the Parties hereby waives any provisions of law to the effect that an ambiguity in a contract or agreement should be interpreted against the Party that drafted the contract, agreement, or instrument. Section 32. Governing Law. This Agreement shall be governed by and construed according to the laws of the State of California. Section 33. Notice. Any notice, payment, or instrument required or permitted to be given hereunder shall be deemed received upon personal delivery, email delivery or upon deposit in the United States mail, registered or certified, postage prepaid and addressed to the Party for whom intended as follows: If to Contractor. d(L %5Z,4 E. PW&Nar uC Fvyai.o, cth a3'726 If to District: Orange County Sanitation District 10644 Ellis Avenue Fountain Valley, California 92706 Attention: Contracts Manager mdubois@ocsd.com With a copy to: Bradley R. Hogin General Counsel—OCSD Woodruff, Spradlin &Smart 555 Anton Boulevard, Suite 1200 Costa Mesa, California 92626 bhogin@wss-law.com 873622.1 Section 34. Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of the Parties each represent and warrant that they have the legal power, right and actual authority to bind the Parties to the terms and conditions hereof and thereof. Section 35. Waivers. No waivers or failure to exercise any right, option or privilege under the terms of this Agreement on any occasion shall be construed to be a waiver of any other right, option or privilege on any other occasion. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first above written. "DISTRICT" ORANGE COUNTY SA TATION DISTRICT ' By Chair, Boa of D ectors By C erc t and By — ontra s/Purchasing Manager APPROVED AS TO FORM: Bradley R. Hogin General Counsel By 'CONTRACTOR" Mule Clav,��. By Its President or th rized designee 873622.1 OPERATIONS COMMITTEE Meeting Date TOBd.of Dir. 06/07/17 06/2a/17 AGENDA REPORT emNumber Item Number 6 11 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Jim Colston, Director of Environmental Resources SUBJECT: 2017 AUDIT REPORT OF ORANGE COUNTY SANITATION DISTRICT SEWER SYSTEM MANAGEMENT PLAN GENERAL MANAGER'S RECOMMENDATION Receive and file the Final WDR/SSMP Audit Report dated May 19, 2017. BACKGROUND The Orange County Sanitation District (Sanitation District) Sewer System Management Plan (SSMP) audit was last received and filed by the Board of Directors in December 2015. The Sanitary Sewer System Waste Discharge Requirement Order (SSS WDR Order) requires the SSMP to be re-audited every two years. The 2017 audit found no non-compliance deficiencies, four major non-conformance deficiencies, 13 minor deficiencies, and 10 best practice opportunities. The administrative deficiency findings were corrected. The other findings are being reviewed and considered by Environmental Services and Operations and Maintenance staff to determine whether the recommended action will benefit the Sanitation District. The current version of the Sanitation District's SSMP is posted on the website for public awareness and transparency. RELEVANT STANDARDS • Comply with sanitary sewer overflow regulations (SSS WDR Order) • Maintain a proactive asset management program • Less than 2.1 sewer spills per 100 miles PRIOR COMMITTEE/BOARD ACTIONS December 2015 - Board of Directors received and filed the 2015 Waste Discharge Requirement (WDR)for SSMP Audit Report dated July 31, 2015. March 2012 - Board of Directors approved the SSMP dated March 28, 2012. May 2009 - Board of Directors approved the SSMP dated May 1, 2009. October 2DO8-Board of Directors received and filed the SSMP Compliance Status Report dated September 24, 2008. Page 1 of 2 July 2007 - Board of Directors approved the SSMP Development Plan and Schedule. October 2006 - Board of Directors approved the development and implementation of a compliance program with the Sanitary Sewer System WDR Order. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Final WDR/SSMP Audit Report dated May 19, 2017 • Presentation from 6/7/17 Operations Committee Meeting Page 2 of 2 FINAL WDR/SSMP Audit Report Orange County Sanitation District WDR/SSMP Audit Subject: 2015-2016 WDR/SSMP Audit Prepared for: Dindo Carrillo, OCSD Prepared by: Michael Flores, Jennifer Duffy—HDR Reviewed by: Eric Scherch— HDR Date: May 19, 2017 Purpose The purpose of this document is to report the results of the Waste Discharge Requirements (WDR) Audit conducted for the Orange County Sanitation District (OCSD/District) covering Calendar Years (CY) 2015 and CY 2016. This report was prepared pursuant to the requirements included in the State Water Resources Control Board Order No. 2006-0003 — Statewide General Waste Discharge Requirements for Sanitary Sewer Systems (WDR). The audit requirements are: As part of the Sewer System Management Plan (SSMP), the Enrollee shall conduct periodic internal audits, appropriate to the size of the system and the number of SSOs. At a minimum, these audits must occur every two years and a report must be prepared and kept on file. This audit shall focus on evaluating the effectiveness of the SSMP and the Enrollee's compliance with the SSMP requirements identified in this subsection (D.13), including identification of any deficiencies in the SSMP and steps to correct them." This audit serves as the District's 2017 SSMP audit. The District is in compliance with the SSMP Program Audit element. Background The District is a regional sewer agency formed to address the need for sewage collection, treatment, and disposal for 20 cities and four special districts in Orange County. The District is responsible for operation and maintenance of a sanitary sewer system that includes 369 miles of sewer mains and 15 outlying lift stations'. In August 2016, the District successfully transferred approximately 170 miles of local sewers serving parts of Tustin and unincorporated areas north of Tustin to the East Orange County Water District, allowing the District to focus on regional wastewater collection, treatment, and recycling. The District is not responsible for maintenance of sewer laterals. The District Board last adopted an updated version of the SSMP on March 28, ' Source: State Water Resources Control Board, California Integrated Water Quality System, Sanitary Sewer Overflow database. Data downloaded on March 31, 2017. May 19,2017 1 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL 2012. The District's SSMP was last revised on January 18, 2017 and did not include significant updates. WDR/SSMP Audit This audit reviews the period between January 1, 2015 and December 31, 2016 and is the fourth WDR Audit performed to meet WDR requirements for completion of an audit a minimum of once every two years. The previous audit was completed on July 31, 2015. This audit assesses the current state of WDR compliance with the provisions included in the WDR including Provision D.13, identifies any deficiencies found in the SSMP, and recommends corrective actions. In addition, the audit provides an evaluation of SSMP effectiveness. The District intends to use the audit results to maintain SSMP compliance and performance in reducing sewer overflows. HDR conducted the audit on behalf of the District through a series of meetings with District staff involved with implementation of activities required by provisions included in Provision D.13 of the WDR. The HDR Audit Team members and District staff supporting the audit interviews and audit process are identified in Table 1. Table 1:WDR Audit Team Members Team Member Organization Role Dindo Carrillo OCSD WDR Audit Project Manager& Subject Matter Expert Michael Flores HDR Lead Auditor Jennifer Duffy HDR Technical Expert, System Evaluation and Capacity Assurance Plan SSMP audit interviews were performed over a three-day period starting on March 13, 2017 and concluding on March 16, 2017. The order of the audit interviews, WDR provision audited, and District staff interviewed is documented in Table 2: May 19,2017 2 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL Table 2:Audit Meeting Participants Date WDR Topics Interviewees Provision Section 3/13117 D.13 (vi) Overflow Emergency Response Plan Dindo Carrillo Reporting 3/13/17 D.13 vii FOG Control Program Merrill Seiler 3/13/17 D.13 (i) Goal Jim Colston D.13 (ii) Organization Ron Coss Lisa Frigo D.13 (iii) Legal Authority 3/13/17 D.13 (viii) System Evaluation and Capacity Eros Yong Assurance Plan Wendy Smith 3/13/17 D.13 (x) Monitoring, Measurement, and Program Ron Coss Modifications Lisa Frigo SSMP Program Audit Michele Farmer 3/13/07 D.13 (xi) Communication Program Jennifer Cabral 3/14/17 D.13 (iv) O&M Program- Information and Data Mark Esquer Management, Decision-Making—Small Andrew Brown Diameter Contractor Cleaning and CCTV 3/14/17 D.13 (iv) O&M Program— Information and Data Mark Esquer Management—Large Diameter Andrew Brown Inspection, Assessment, and Decision- Peter Chaffs Making David Andrade Erik Slratmoen 3/14/17 D.13 (iv) O&M Program— Information and Data Santiago Escobar Management—Pump Station O&M, Adam Newsom RCM, Inspection, Condition Assessment, and R&R Decision-Makin 3/14/17 D.13 (iv) O&M Program— Information and Data Mike Bolster Management—In-House Cleaning PM for Large and Small Diameter Pipes 3/14/17 D.13 (iv) O&M Program— Funding and Adequate Mark Esquer Resources and Accounting Practices Mike White 3/16/17 D.13 (vi) Overflow Emergency Response Plan — James Cabral Response, Containment, Clean-up John Gonzalez Erik Stratmoen 3/16/17 D.13 (iv) O&M Program— Review of Cleaning and James Cabral Inspection CMMS Records John Gonzalez Mike Bolster 3/16/17 D.13 (iv) O&M Program— Review of Contractor Mark Esquer Cleaning Crew CMMS Records and Andrew Brown Documentation 3/16/17 D.13 (iv) O&M Program— Review of Pump James Cabral Station Crew CMMS Records and Mike Bolster Documentation May 19,2017 3 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL Evaluation of SSMP Effectiveness Overall, based on the analysis of sanitary sewer overflow(SSO)trends over the last two years and the results of the WDR/SSMP audit, the overall program for managing, operating, and maintaining the sewer system has continued to improve and operate at a high level of performance. Sewer Overflow Performance An important measure of the effectiveness of the SSMP is sewer overflow performance. This section reviews the District's recent sewer overflow performance through analysis of the sewer overflow data reported to the State Water Resource Control Board (SWRCB) California Integrated Water Quality System (CIWQS)SSO database. Number of Sewer Overflow Events Per 100 Miles The District has maintained a sewer overflow rate averaging less than 1.15 SSOs per 100 miles of sewer pipelines per year consistently over the past two years as indicated by the 12-month rolling average SSO rate over that period. Over the last five years, the District has consistently operated below 1.31 SSOs per 100 miles per year as shown in Figure 1. This SSO rate is well below the average annual SSO rate during the same period of the combined forty-nine (49) agencies in Region 8 that do not have sewer lateral responsibility. Figure 1 shows the 12- month rolling average of SSOs per 100 miles of pipelines per year from January 2012 through March 2017 for all OCSD sewer mains versus the combined 49 agencies in Region 8 without lateral responsibility. Figure 1 also separates OCSD sewer mains into two categories: local sewers and regional sewers. Local sewers are sewer mains serving only one agency. Regional sewers convey flow from more than one agency and are larger pipelines. As can be seen in Figure 1, the local sewers have a higher SSO rate than the regional sewers due to a significantly higher likelihood of a blockage causing an overflow in these smaller pipelines. Gallons Spilled Per 100 Miles Another performance measure indicating the effectiveness of the SSMP is the volume spilled per 100 miles of pipelines. The District has maintained a sewer overflow volume of less than 17 gallons per 100 miles of sewer pipelines per year consistently over the past two years as indicated by the 12-month rolling average SSO volume per 100 miles over that period. The District has actually maintained this same level over the past five years as shown in Figure 2. As shown in Figure 2, this SSO volume per 100 miles is well below the average SSO volume per 100 miles of the other 49 agencies in Region 8 that do not have lateral responsibility. R Region 8 refers to Regional Water Quality Control Board, Santa Ana Region. May 19,2017 4 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL Figure 1: 12-Month Rolling Average of SSOs per 100 Miles of Sewer Pipeline per year 3.50 3.00 2.50 g e 2.00 f g 1.50 x 1.00 0.50 cm as Montle-year --SD-a,Sewers —OCSOnegbnalsewers �AIIt%SD Sawa,s —eegbn SSW. rw/o lrtaral arspomlblllry Figure 2: 12-Month Rolling Average of Gallons Spilled per 100 Miles of Sewer Pipeline per year 250 200 g C f 150 S 8 � 100 3 so 7i 0 aaaa t `e s $ k X€€ t $ }ggt t o s $ k t t s g k€€ t t i s x s 8 3 s s 4 x ' a % A = .g = .% _ .k = 9f = Monty-Year :OCSDLoeal Ywers —OCSO Regional Sewers All O03D Sewers —Region asystems w/o lateral RmyomlbI1ky May 19,2017 5 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL Number and Size of Sewer Overflows During the period between January 1, 2015 and December 31, 2016, the District experienced seven (7) SSOs with six(6) SSOs occurring in local sewer gravity mainlines and one (1) SSO occurring in the regional sewer system. Over the past five years, the District has experienced a total of 20 SSCS. The number and volume category of SSOs in the local and regional system can be seen in Figure 3 and Figure 4. Figure 3: Number of SSOs for Local and Regional Systems by Calendar Year 7 x 6 N 5 N �O 4 a 3 E2 0 2 1 0 2012 2013 2014 2015 2016 Calendar Year a Local ■Regional Figure 4:SSO Volume for Local and Regional Systems by Calendar Year 8000 e7000 s 60Dg n 5000 E 4aoo 2 3000 O e: 2000 A 1000 N e 2012 2013 2014 2015 2016 Calendar Year •local aReeonal In the past five years, 13 out of 20 SSOs (65 percent) had volumes of less than 1,000 gallons. Of the six (7) SSOs larger than 1,000 gallons, four(4)occurred prior to 2015. OCSD did not experience any SSO greater than 1,000 gallons in CY 2013. Table 3 shows the number and size of all SSOs occurring in the OCSD sewer system between CY 2012 through CY 2016. It should be noted that OCSD only experienced one SSO in Calendar Year 2013 and two SSOs in Calendar Year 2016, which is an outstanding achievement. May 19,2017 6 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL Table 3:Number and Size of All OCSD SSOs from CY 2012 through CY 2016 Size of SSO(gallons) CY 2012 CY2013 CY2014 CY2015 CY2016 TOTAL Greater than 10,000 0 0 0 0 0 0 From 1,000 to 9,999 3 0 1 2 1 7 From 100 to 999 0 1 4 3 0 8 From 10 to 99 2 0 1 0 1 4 From 1 tog 1 0 0 0 0 1 Total 6 1 6 5 2 20 Causes of SSOs SSOs caused by roots (9) and grease (1) accounted for 50 percent of SSOS occurring from the District's sewer system between January 1, 2012 and December 31, 2016 as shown in Table 4. Of the remaining ten (10) SSOs, four(4)were caused by construction-related issues, two (2) were caused by pump station-related issues, two (2)were caused by operator error, and the remaining two were caused by other causes. Table 4:Causes of OCSD SSOs(111/2012-12/31/2016) Cause of SSO Number Numbert20 Percent of Total of SSO of SSOs In Local In System Regional System Blockage: Roots 9 0 45% Grease 1 0 5% Subtotal for Blockage 10 0 Construction-Related 2 2 20% Pump Station-Related 0 2 10% Operator Error 0 2 10% Structural 0 1 5% Other 1 0 5% TOTAL(ALL) 13 7 100% May 19,2017 7 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL Review of Effectiveness of SSMP and Audit Narrative The following sections focus on evaluating the effectiveness of each chapter of the SSMP and provide a narrative of the audit findings. Chapter 1 —Prohibitions and Provisions WDR Requirement: The WDR does not require this section to be part of the SSMP. Audit Finding: This chapter explicitly documents all of the prohibitions and provisions included in the WDR and provides a means for the District Board to acknowledge and approve all provisions and prohibitions included in the WDR, not just Provision D.13 that requires the development and implementation of the SSMP. Chapter 2 -Goal WDR Requirement: The goal of the Sewer System Management Plan (SSMP) is to provide a plan and schedule to properly manage, operate, and maintain all parts of the sanitary sewer system. This will help reduce and prevent SSOs, as well as mitigate any SSOs that do occur. Audit Finding: As stated in the OCSD SSMP, the goal of the SSMP is to provide a plan and schedule for measures to be implemented to prevent SSOs. Overall, the programs, plans, systems, and practices the District employs to manage, operate, and maintain the sewer system resulted in a 12-month rolling average SSO rate that consistently remained at or below 1.15 SSOs per 100 miles of pipelines per year over the last two years. This indicates the District has been effective with achieving this goal. The District is in compliance with the Goal element requirement of WDR Provision D.13. Chapter 3—Organization WDR Requirement: The Sewer System Management Plan (SSMP) must identify., a. The name of the responsible or authorized representative as described in Section J of this Order. b. The names and telephone numbers for management, administrative, and maintenance positions responsible for implementing specific measures in the SSMP program. The SSMP must identify lines of authority through an organization chart or similar document with a narrative explanation; and C. The chain of communication for reporting SSOs, from receipt of a complaint or other information, including the person responsible for reporting SSOs to the State and Regional Water Board and other agencies if applicable (such as County Health Officer, County Environmental Health Agency, Regional Water Board, and/or State Office of Emergency Services (OES)). Audit Findings: The District is in compliance with the Organization element requirement of WDR Provision D.13. • The authorized representative is Mark Esquer, Collection Facilities Manager, O&M Division. May 19,2017 a Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL o The organization chart also shows both Jim Herberg and John Gonzalez as legally responsible officials (LROs). The State Water Resources Control Board CIWQS SSO database also indicates both Jim Herberg and John Gonzalez as LROs. o Ed Torres is not currently shown as a legally responsible official in the organization chart or in the State Water Resources Control Board CIWQS SSO database. OCSD may want to consider including Ed Torres as a legally responsible official since he ultimately oversees the Collection O&M crews responsible for pipeline and pump station emergency response, operations, and maintenance. • The District has assigned roles and responsibilities for development and implementation of specific measures in the SSMP program. Appendix C is up-to-date and includes an organization chart with line of authority indicating the names and telephone numbers for management, administrative, and maintenance positions responsible for implementing specific measures of the SSMP. Attachment C also includes a narrative explanation of the responsibilities of each of the positions. There are inconsistencies between the titles used on the Organizational Narrative versus those shown on the Program Organizational Chart making it challenging for someone outside of the OCSD organization to follow, yet both documents are mostly up-to-date and comply with the WDR requirement. o The title for the Principal Public Affairs Specialist needs to be updated to reflect a recent promotion. o The lines of authority for staff performing reliability testing for pump stations is not indicated on the organization chart or within the organization narrative. • Appendix P1 of the SSMP contains a SSO Response Flow Chart and Appendix P3 contains SSO Notification Procedures clearly documenting the chain of communication and notifications. Chapter 4—Legal Authority WDR Requirement: Each Enrollee must demonstrate, through sanitary sewer system use ordinances, service agreements, or other legally binding procedures, that it possesses the necessary legal authority to: a. Prevent illicit discharges into its sanitary sewer system (examples may include I/l, stormwater, chemical dumping, unauthorized debris and cut roots, etc.); b. Require that sewers and connections be properly designed and constructed; C. Ensure access for maintenance, inspection, or repairs for portions of the lateral owned or maintained by the Public Agency; d. Limit the discharge of fats, oils, and grease and other debris that may cause blockages, and e. Enforce any violation of its sewer ordinances. May 19,2017 9 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL Audit Finding: The District is in compliance with the Legal Authority requirement of the WDR Provision D.13. Legal authorities satisfying the requirements of the WDR are included in the District's ordinances, Engineering Design Guidelines, and the Sewer Connection Application and Permit for Construction. The District has two ordinances providing legal authorities related to the WDR: • Wastewater Discharge Regulations, Ordinance No. OCSD-48 (OCSD-48) • Fats, Oils, and Grease Control Regulations Applicable to Food Service Establishments, Ordinance No. OCSD-25 (OCSD-25) OCSD-48 was adopted on February 24, 2016 and was effective on July 1, 2016. OCSD-48 replaced OCSD-39. OCSD-25 was passed on November 17, 2004 and was effective on January 1, 2005. These ordinances, along with the District's engineering design guidelines and connection permit, provide the District with the authority to prevent illicit discharges, require sewers be properly designed, limit discharge of fats, oils, and grease, and enforce violations of sewer ordinances. Table 5 identifies linkages to the District ordinances, Engineering Design Guidelines, and connection permit for each of the legal authority requirements. OCSD claims responsibility for maintaining and repairing the first four feet of local satellite agency pipelines connecting to OCSD sewers. In most cases, a satellite agency's pipeline connects to the District's sewer system at an OCSD structure providing the District with access to the portion of local agency sewer OCSD is responsible for maintaining and repairing. May 19,2017 10 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL Table 5:Summary of OCSD Legal Authorities Requirement District Engineering Design Meets Ordinances Guidelines or WDR Connection Permit Require- ments? GENERAL am Prevent illicit discharges into the wastewater OCSD-48, 201 Yes collection system Limit the discharge of fats, oils, and grease OCSD-25,2.2 Yes and other debris that may cause blockages Require that sewers and connection be Chapter 12.2& 12.3 Yes properly designed and constructed Require proper installation, testing, and Chapter 12.4 Yes inspection of new and rehabilitated sewers Included in Project specifications for rehabilitated sewers LATERALS Clearly define District responsibility and District references Sewer Connection Yes policies California Civil Application and Permit Code 831. for Construction Ensure access for maintenance, inspection, or Not applicable. District does not own, operate, or repairs for portions of the service lateral maintain any portion of service laterals connecting owned or maintained by the District private buildings to District sewers. Control infiltration and inflow (1/1) from private OCSD-48,203 Yes service laterals FOG SOURCE CONTROL Installation of grease removal device(GRE) OCSD-25,2.5 Yes Design standards for GRE OCSD-25,4.2-4.3 Yes Maintenance and t3MP requirements OCSD-25,2.4& Yes 3.3 &4.5-4.6 Record keeping and reporting OCSD-25, 3.3& Yes 5.1 Authority to inspect grease producing facilities OCSD-25, 5.2-5.3 Yes ENFORCEMENT Enforce any violations of sewer ordinances OCSD-48,Article Sewer Connection Yes 6 Application Permit for Construction May 19,2017 11 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL Chapter 5—Operation and Maintenance Program WDR Requirement: The Sewer System Management Plan (SSMP) must include those elements listed below that are appropriate and applicable to the Enrollee's system: a. Maintain an up-to-date map of the sanitary sewer system, showing all gravity line segments and manholes, pumping facilities, pressure pipes and valves, and applicable stormwater conveyance facilities; b. Describe routine preventive operation and maintenance activities by staff and contractors, including a system for scheduling regular maintenance and cleaning of the sanitary sewer system with more frequent cleaning and maintenance targeted at known problem areas. The Preventative Maintenance (PM)program should have a system to document scheduled and conducted activities, such as work orders; C. Develop a rehabilitation and replacement plan to identify and prioritize system deficiencies and implement short-term and long-term rehabilitation actions to address each deficiency. The program should include regular visual and TV inspections of manholes and sewer pipes, and a system for ranking the condition of sewer pipes and scheduling rehabilitation. Rehabilitation and replacement should focus on sewer pipes that are at risk of collapse or prone to more frequent blockages due to pipe defects. Finally, the rehabilitation and replacement plan should include a capital improvement plan that addresses proper management and protection of the infrastructure assets. The plan shall include a time schedule for implementing the short- and long-term plans plus a schedule for developing the funds needed for the capital improvement plan; d. Provide training on a regular basis for staff in sanitary sewer system operations and maintenance, and require contractors to be appropriately trained;and e. Provide equipment and replacement part inventories, including identification of critical replacement parts. Audit Finding: The District is in compliance With the Operation and Maintenance Program element of WDR Provision D.13. The primary measure of the effectiveness of the operation and maintenance program is SSO performance improvements over time. The District has sustained a 12-month rolling average SSO rate in the sewer system of less than 1.15 SSOS per 100 miles of sewer pipelines per year over the last two years, placing OCSD in the category of high- performing sewer systems. The Operation and Maintenance Program is a key contributor to the high level of SSO performance achieved in the last five years through the following efforts: • An aggressive sewer cleaning program on all pipes from 8 to 12 inches in diameter. This size class of pipes is cleaned on a 12 to 18-month schedule with higher-risk pipes and areas cleaned every 12 months and lower risk pipes and areas cleaned very 18 months. Known trouble spot sewer segments are cleaned on a 1-month or 3-month schedule. • A five-year cleaning cycle for all regional sewers, less than or equal to 42-inch diameter, and more frequent cleaning of known problem regional sewer pipe segments. Trouble spots and siphons are cleaned every 4 weeks to 3 months based on historical cleaning needs, which may include pipe segments larger than 42-inch diameter. May 19,2017 12 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL • Systematic CCTV inspection of the sewer system on a 7-year cycle, beginning with the problematic and older portions of the system, enabling the District to identify and monitor structural deficiencies in the early stages of deterioration and determine appropriate corrective actions. • Well-trained collection system employees with all employees above the Maintenance Worker classification maintaining CWEA Collection System Maintenance certifications at or above levels required for their position. • Accurate and up-to-date mapping of the sewer system to support SSO response and preventive maintenance activities. District response crews also have access to stormwater drainage system mapping to support sewer overflow response and recovery. • A pump station maintenance and inspection program with a well-defined maintenance schedule, documented standard operating procedures, checklists, and daily SCADA data review. Operations and Maintenance Program findings include: • As noted previously, the District transferred approximately 170 miles of gravity sewers to East Orange County Water District. o The transfer included approximately 180 food service establishments connected to the pipelines. o The transfer also included a Combination JetterNacuum truck and all available maintenance and CCTV data and videos. The remaining pipelines the District currently owns amounts to approximately 369 miles of gravity sewer mains, 31 miles of force mains, and 15 pump stations. Figure 5 provides a breakdown of the remaining miles of gravity sewer pipelines into four pipe size categories. May 19,2017 13 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL Figure 5:Miles of Gravity Pipelines Remaining in OCSD Sewer System 180 167 160 — N C 140 1a0 1 120 6 100 t10 80 17 63 "Y 60 N Y 20 4 0 — 8 inches 10 to IS inches 20 to 41 inches 42 inches and greater Diameter • The District has defined "regional" pipes as all pipelines that convey flow from two or more agencies. In some cases, OCSD has transferred pipe segments, historically owned and operated by the District, back to local agencies when those pipes only serve that one agency. There are exceptions to this rule. For example, the City of Huntington Beach is not equipped to handle the maintenance of a 30-inch diameter pipeline and pump station serving only that City. OCSD is going to continue operating and maintaining those assets. • OCSD is going to release a new contract for cleaning of the smaller diameter pipes (less than or equal to 12 inches diameter) remaining in the District's collection system and is considering cleaning these pipelines on a 12-month cleaning cycle. According to GIS, this is approximately 24 miles of pipelines. o Contractors are provided a Microsoft Excel Spreadsheet to document cleaning activities and the amount and type of material found during cleaning. o Contractors are asked to document any "out-of-the-ordinary" issues found at the manholes in a general comments field. Any issues contractors identify are reviewed by OCSD inspectors and are either assigned to Collection O&M or to a contractor to address. • As noted in Appendix 11 of the SSMP, all pipelines greater than 12-inch diameter and less than or equal to 42-inch diameter are cleaned at least once every 60 months. Pipe segments in this size class with known maintenance issues are cleaned more frequently based on historical knowledge and experience. OCSD uses a tire cleaning similar in nature to balling. The tire diameter is slightly smaller than the diameter of the pipe and the hydraulic force of the water around the tire flushes the pipe segment clean. The tire May 19,2017 14 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL provides the added benefit of serving as a proofing device by verifying an object of similar diameter to the pipe is able to pass through the entire pipe segment. • The District has developed a master schedule for system-wide CCTV inspection. The collection system has been divided into five areas. The District currently has a backlog of CCTV inspection and made one of the five areas larger than the other four to address the backlog. The CCTV inspection schedule is going to be placed into the Maximo CMMS in mid-2017. o OCSD obtains a CCTV contract for all pipes and all sizes. The contract provides different units costs for working in primary versus secondary roadways, including costs for traffic control. o The CCTV contract is only for conventional CCTV inspection. Multi-sensor inspection would require a separate contract. • Force main inspection is still and will likely continue to remain problematic due to limited access. OCSD has used Smartball to assess the condition of some force mains and in some cases has performed external inspection on metallic pipelines. OCSD should consider developing a programmatic force main inspection and condition assessment plan that evaluates current force main access and materials, identifies potential improvements to improve access, and documents the best approach currently available to assess condition given the current state of maintenance accessibility and material specific to each force main. • Siphons are inspected using a proofing tool (e.g., tire). CCTV is not performed on siphons since the data collected yields no value since the pipeline is fully submerged. • OCSD has a two-tier approach to manhole inspection. o A separate OCSD manhole inspection crew performs Tier 1 inspections using the Trimble mobile data unit. A Tier 1 inspection is a short-form inspection designed to determine whether the condition is acceptable or if additional inspection is required. o OCSD hires a contractor to perform Tier 2 manhole inspections using National Association of Sewer Service Companies (NASSCO) Manhole Assessment and Certification Program (MACP) standards for manhole inspection. A Tier 2 inspection gathers coded observations of specific manhole maintenance, structural, and construction defects. This data becomes the basis for remediation decision-making and, if required, remediation design. o The overall goal is to inspect all manholes at least once every seven (7) years, with an internal goal to achieve this on a 5-year cycle. • In January 2015, the District implemented Maximo Computerized Maintenance Management System (CMMS) to plan, schedule, and document maintenance activities performed on the sewer system as well as to support documentation of important information collected during maintenance at the asset level. The audit team reviewed a random set of Collection O&M sewer cleaning and pump station maintenance work May 19,2017 15 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL orders in the Maximo CMMS to determine the accuracy, completeness, and usefulness of the data collected. The audit team also reviewed the maintenance supervisor dashboards to see how supervisors are interacting with the dashboard to manage work activities. o Preventive maintenance routes and schedules were migrated from the CASSWorks CMMS into the Maximo CMMS. CASSWorks did not have step-by- step protocols that could be migrated into Job Plans in Maximo. Maintenance Planning staff are developing Job Plans in Maximo. Ideally Job Plans would be updated over time to reflect actual protocols followed by Collection O&M crews in the field. This will require feedback from Collection O&M crews back to Maintenance Planning. One issue with the Job Plans for pump station crews is the lack of connectivity in the pump stations. Pump station crews also perform these activities so often, there is not a need to read Job Plans to be able to perform the work. The District should develop a plan to update generic Job Plans to become station-specific to improve the ability of the organization to pass this knowledge to future Collection O&M pump station maintenance employees. Once updated, the only time these Job Plans would need to be modified are when something changes at the station (i.e., different equipment purchased, different materials used for upkeep, etc.). The other reason is if something is wrong and is brought to the attention of the Maintenance Planner such as a safety issue or something to increase operational efficiency. The key is to invest the time up front to ensure the Job Plans have appropriate detail and are correct. This may require multiple visits to the pump station to ensure everything is covered. The District may want to consider revisiting Job Plans once every five years to ensure everything is still the same and no further improvements can be made. o OCSD is using time-based work order scheduling. Work orders are generated whether previous work orders were completed or not. During the early implementation phase, work orders that were late could be cancelled and cancelled work orders would not be counted in the PM Compliance performance metric as being past due. This created the incentive to cancel late work orders to achieve PM Compliance goals. Recent reporting improvements now count cancelled work orders, removing the incentive to use this approach. o OCSD is using a centralized maintenance planning unit to plan maintenance activities and create planned Maximo work orders. The overall plan for system maintenance is clearer now. Communication through the chain of command is improving. Documentation of work activities has improved. • Maintenance planners (Instrumentation Planner, Electrical Planner, and Collection O&M Planner) meet weekly to discuss upcoming work to take advantage of opportunities to schedule maintenance activities between different trades working at a site. May 19,2017 16 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL • Maintenance planners create job plans, issue work, and help supervisors schedule work if needed. Maintenance planners also generate service requests. • Supervisors make assignment to crews. Supervisors also review service requests for validation and conversion into work orders. This is a current process bottleneck. The District needs to improve this process work flow or have the ability to delegate authority for review of service requests in the case where supervisors are not available for short fuse service requests. o The District has an analyst generating performance reporting for the whole department. o The graphical user interface of the first generation of Maximo CMMS was problematic. The most recent version Maximo 7.6 has an improved interface and is being built while the District is using it. There is administrative burden associated with using the new system, yet the District is benefiting from the improved documentation and access to data. o Maximo provides the ability to document cleaning activities at the asset level, including measurement of the amount and type of debris collected during cleaning activities in cubic yards. Data collection appears to be inconsistent between crews. The District may want to consider developing guidance to standardize data collection practices for Collection O&M crews. For example, sewer cleaning crews should utilize the same terminology and volume quantification practices for documenting the type and amount of material removed from sewer pipe segments during sewer cleaning. • The District has a District Reliability Engineering and Maintenance (DREAM)Team that performs reliability testing program for pump station mechanical equipment consisting of monthly vibration and infrared thermography testing at all 15 pump stations. o The reliability testing is performed following protocols to ensure operating conditions are consistent to ensure the results can be trended appropriately. o Reliability data is uploaded into the Emerson AMS Machinery Health Manager software which supports data management, trending, and analysis. A Condition- Based Monitoring (CBM) Summary is generated monthly. o OCSD uses the results to generate proactive maintenance work orders. The reliability testing enables OCSD to detect issues occurring at the microscopic level. Repairs are performed before significant damage occurs on the equipment, reducing the downtime of the equipment and the extent of repairs. o After repairs are completed, new baseline vibration and infrared thermography readings are collected. o Ninety-five percent(95%)of the testing is now performed by District staff. o The District is considering expansion of the program to include infrared thermography of electrical assets and ultrasonic testing (UT). o District staff obtain reliability training from a variety of sources: • Vibration Institute (Vibration) May 19,2017 17 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL • Mobius Institute (Vibration) • Snell (Infrared thermography) • Noria (oil analysis) • Trico (oil analysis) • Descase (oil analysis) • Maintenance and Reliability Conference • International Maintenance and Vibration Conference o The District owns a Machinery Fault Simulator enabling staff to train on reliability testing techniques. • Risk Assessment—OCSD does not continuously update collection system risk as new CCTV data is collected. This has evolved from being a best management practice to becoming a standard industry practice. OCSD recently purchased Innovyze InfoMaster, which has risk assessment functionality. OCSD should move forward with configuring InfoMaster to calculate asset risk and continuously update the risk assessment for all pipes in the sewer system as new CCTV data is collected. • Decision-Making Guidelines—OCSD continues to evaluate the maintenance and renewal needs of sewer pipelines manually and on a case-by-case basis. OCSD has the opportunity to develop a standardized approach to evaluating maintenance and CCTV data and determine maintenance and renewal actions (i.e., repair, replace, CIPP, upsize, etc.)to address asset deficiencies as maintenance and CCTV data is collected. OCSD also has the opportunity to configure InfoMaster software, recently purchased by the District, to leverage its information analysis tools to support maintenance and renewal decision-making and documentation. • Estimating Renewal Needs—OCSD has estimated long-term asset renewal needs and has incorporated these estimates into OCSD's budget and rate structure. These estimates were based on assumptions for useful life of collection system assets. OCSD has condition data for almost all collection system assets. OCSD should consider using this data to calculate actual asset reliability rates using available CCTV inspection data and then updating the renewal needs funding forecast. OCSD can then begin to understand whether the current funding level is adequate to sustain desired service levels and risk tolerances. • CCTV Inspection Schedule—OCSD has collected CCTV inspection data for almost all collection system gravity mainline assets. OCSD should consider moving towards a risk- based CCTV monitoring schedule for future inspections. High-risk pipes would be inspected more frequently (e.g. 5 to 10-year schedule)and low risk pipes less frequently (e.g., 10 to 20 year schedule). • Funding — The District has the funding in place to address all forecasted capital improvement needs and emergency needs. The District as a total reserve of$518 million that can be applied to any District infrastructure need. The District has a $57 million catastrophic reserve. The CIP reserve includes funding for 50 percent of the forecasted capital improvement needs over the next 10 years. This includes an assumption for rehabilitation and replacement of two percent of the value of the collection system annually. May 19,2017 16 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL • The District is in the process of developing a Facilities Master Plan that will include a 20- year forecast of collection system capital improvement needs as well as the identification of operations, maintenance, and capital improvement needs to address growth as well as condition-related deficiencies. The results of the Facilities Master Plan will become the basis for the next 5-year Rate Plan for the period from Fiscal Year 2019 through Fiscal Year 2024. The Facilities Master Plan will be a collaborative process and will include input from Collection System O&M staff. • Collection O&M staff have implemented a stretch exercise routine as part of routine beginning of workday activity. The practice is leading to reduced strains and improved safety. Chapter 6—Design and Performance Provisions WDR Requirement: a. Design and construction standards and specifications for the installation of new sanitary sewer systems, pump stations and other appurtenances; and for the rehabilitation and repair of existing sanitary sewer systems; and b. Procedures and standards for inspecting and testing the installation of new sewers, pumps, and other appurtenances and for rehabilitation and repair projects. Audit Finding: The District is in compliance with the Design and Performance Provisions elements of WDR Provision D.13 and has appropriate design and construction standards and specifications as well as procedures and standards for inspection and testing of new sewers and rehabilitation and repair projects. OCSD has a process for updating OCSD's Master Specifications, Design Guidelines, and other Design Standards. OCSD staff can provide input using an Engineering Field Feedback form and the Sharepoint document management system. Project managers for design and construction projects are required to provide a "lessons learned" report at the end of a project, which may include recommended changes to standards and specifications. Significant and proposed changes to standards are submitted to the Engineering Department Advisory Council (EDAC) for review and approval. Less significant changes do not require EDAC approval and are published by the Engineering and Construction Division as finalized. Chapter 9 of the SSMP references Appendix M, which includes a description of the criteria used by the District to identify hydraulic deficiencies in the system and to initiate an evaluation to determine whether capital improvements are needed to address hydraulic deficiencies. The depth of flow versus diameter criteria included in the District's Design and Construction Requirements for Sanitary Sewers is more conservative than the criteria described in Appendix M for evaluating and designing improvements to the existing system (See audit narrative for Chapter 9 below). The District should consider updating Appendix M to more clearly define the distinction between project initiation criteria used by Planning Division to evaluate hydraulic deficiencies versus design criteria used to design collection system capital improvements. The update should also clarify discrepancies between the depth of flow to diameter design criteria provided in the District's Design and Construction Requirements for Sanitary Sewers versus those described in Appendix M. The District should also update the Design and Construction May 19,2017 19 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL Requirements for Sanitary Sewers to include depth of flow versus diameter parameters for the replacement of existing sewer pipelines in areas that are built-out to align with Appendix M. On existing pipelines, the District will have historical flow data, and in some cases hydraulic modeling results from the District's dynamic hydraulic model, enabling the District to make informed and risk-based decisions with depth of flow versus diameter parameters that are less conservative than those employed for new sewers in undeveloped areas. Chapter 7—Overflow Emergency Response Plan WDR Requirement: Each Enrollee shall develop and implement an overflow emergency response plan that identifies measures to protect public health and the environment. At a minimum, this plan must include the following: a. Proper notification procedures so that the primary responders and regulatory agencies are informed of all SSOs in a timely manner,' b. A program to ensure an appropriate response to all overflows; C. Procedures to ensure prompt notification to appropriate regulatory agencies and other potentially affected entities (e.g. health agencies, Regional Water Boards, water suppliers, etc.) of all SSOs that potentially affect public health or reach the waters of the State in accordance with the MRP. All SSOs shall be reported in accordance with this MRP, the California Water Code, other State Law, and other applicable Regional Water Board WDRs or NPDES permit requirements. The Sewer System Management Plan (SSMP) should identify the officials who will receive immediate notification; d. Procedures to ensure that appropriate staff and contractor personnel are aware of and follow the Emergency Response Plan and are appropriately trained; e. Procedures to address emergency operations, such as traffic and crowd control and other necessary response activities;and f. A program to ensure that all reasonable steps are taken to contain and prevent the discharge of untreated and partially treated wastewater to waters of the United States and to minimize or correct any adverse impact on the environment resulting from the SSOs, including such accelerated or additional monitoring as may be necessary to determine the nature and impact of the discharge. Audit Finding: The District is in compliance with the Overflow Emergency Response Plan requirement of WDR Provision D.13. The District has developed and implemented an overflow response capability, procedures, and training program to effectively respond to SSOs and to promptly communicate and notify responsible personnel and regulatory authorities as necessary. Appendix P1 -SSO Response Flow Chart Includes a flow chart of the overall response process identifying SSO response activities from receipt of the call through response, clean-up, and field reporting. It was last updated on 12/8/2016. Appendix P2—Laboratory, Monitoring, and Compliance(LMC) SSO Response Procedure: Includes procedures for the LMC primary responder including protocols for responding to notification, field visitation, and reporting. It was last updated on 11/2/2016. References to this May 19,2017 20 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL appendix in SSMP Chapter 7 reference Environmental Compliance versus LMC. Also, the cover page for this appendix is titled SSO Notification Procedures and should be updated to SSO Response Procedure. Appendix P3—SSO Notification Procedures: Includes protocols for notifications during both work hours and after-hours. In all cases, Control Center receives reports of sewer overflows, initiates documentation, and notifies appropriate OCSD Collection O&M staff if the SSO is determined to be in the OCSD service area. OCSD utilizes a mix of communication methods (i.e. PNA pager, emails, or both)to notify appropriate OCSD staff of the event. OCSD also has protocols to notify external contacts from Orange County Public Works, Orange County Health Care Agency, and Region Water Quality Control Board. Appendix Q1 - OCSD SSO Emergency Response Plan Description: Provides a narrative description of the overall emergency response program. It may be more appropriate to include this material as part of Chapter 7 of the SSMP. Appendix Q2—870-GEN-08 SOP: Provides Collection O&M emergency response crews with step-by-step instructions for responding to an SSO event including protocols for receiving the call from Control Center, spill verification, communication, containment, blockage removal, clean-up, field reporting, and data management for field data collected. Appendix R—Sewer Spill Estimation and Simulation Training: Provides guidance for estimating sewer overflow volume. Together these documents provide procedures to the key parties involved in SSO response: Control Center, Laboratory, Monitoring, & Compliance, and Collection O&M. As documented in the 2013 W DR Audit, the various attachments documenting SSO response protocols are fragmented. Laboratory, Monitoring, &Compliance staff maintain a spreadsheet in ECAP with milestones for SSO reporting to support meeting regulatory deadlines. As noted in the 2010 SSMP audit, SSO response documents still do not address overflows from pump stations and force mains. Overflows from these locations can create significant volumes of sewage in a short amount of time and benefit from having contingency plans in place in the event of a failure. The District may want to include a section in the next SSO Emergency Response Plan update focused on pump stations indicating each pump station, location, whether it is equipped with alarms, on-site back-up pumps, and back-up power generators. For any stations that lack back-up pumps and generators, the plan should specify a protocol for prompt delivery of portable pumps or generators in the event of a station failure. In addition, the wet well capacity at each pump station should be provided along with an estimate of how much storage time the wet wells would provide under different flow conditions. It should identify where an SSO will occur if a station fails and where bypass intake and discharge should be set up. Finally, the plan should identify an operation or bypass approach in the case of force main failure and should evaluate whether a more detailed response or contingency plan is necessary for larger pump stations and forcemains or complicated pump station and force main operations. May 19,2017 21 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL As noted in the 2015 SSMP audit, the Control Center staff has a training binder for training new Control Center staff on how to appropriately document and communicate customer calls for potential SSO events. This document is an important training tool and guide for Control Center staff and is not referenced in the SSMP. During the audit interviews, the audit team selected four SSO reports randomly and reviewed reporting with OCSD staff during the audit interviews. SSO reporting for CIWQS SSO Event ID 814162, 818788, 824417 and 832505 were reviewed. The audit confirmed that documentation for these SSOs including the initial call, field report, spill volume calculation, and certified CIWQS SSO report were stored in ECAP following reporting protocols. The documentation uploaded to CIWQS includes all of the documentation OCSD has compiled and stored in ECAP for each of these events. A detailed review of the CIWQS report for each of these SSOs noted the following: • CIWQS Spill ID 814162 o Documentation loaded into CIWQS for Spill ID 814162 includes: • Spill volume calculation backup documentation; • Email communications during the event; • Field report; • Mapbook page of where the spill occurred with notations; • Photos from the spill response; • A sketch with notes documenting measurements for use with spill volume estimation; and, • Certified spill report. o The 'Spill corrective action taken" noted in the spill report states 'Inspected Sewer Using CCTV to Determine Cause". The cause was determined to be root intrusion. OCSD may want to consider adding additional notes indicating the current cleaning frequency and whether the cleaning frequency was increased as a result of this event of whether any other corrective actions were implemented to reduce the likelihood of a future SSO at this location. • CIWQS Spill ID 818788 o Documentation loaded into CIWQS for Spill ID 818788 includes: • Emails communications during the event; • Field report; • As-Built drawings and Mapbook page; • Photos documenting the spill response; • A sketch of the flow path with measurement to support spill volume estimation; • Two certified spill reports documenting changes made to the certified report over time o The 'Spill corrective action taken" notes spill response and clean-up activities, yet does not describe the corrective actions taken to reduce the likelihood of a future SSO at this location. May 19,2017 22 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL • CIWQS Spill ID 824417 o Documentation loaded into CIWQS includes: • Spill calculation; • Email communications during the event; • Field report; • Map showing location of blockage and location of house where spill discharged; • Photos of extent of discharge into the house; • Certified report • A 20-page Spill Report documenting the spill event, follow-up investigation, conclusions and corrective actions. o OCSD may want to consider providing guidance to the homeowner to install a backflow preventer. OCSD may also want to perform an analysis of low lying areas to determine if there are other high-risk sites that will overflow into private buildings versus discharging from a manhole. • CIWQS Spill ID 832505 o This sewer overflow was outside of the audit window, yet due to the magnitude of the event the audit team decided to review the event as part of this audit. o Documentation loaded into CIWQS includes: • Spill volume calculation backup documentation; • Email communications during the event; • Field report; • Maps showing the blockage location, locations where spill discharged from the collection system, and location where the spill entered the storm drain; • Photos of spill response activities; • A copy of the SSO Technical Report required since the SSO was greater than 50,000 gallons. • Two certified spill reports documenting changes to the report over time. o The SSO Technical Report provides strong backup documentation for the SSO volume estimate, documentation of impacts to surface waters, and final corrective actions including the scheduled replacement in Fall 2017 of the three cast iron pipe segments with tuberculation. • The report documented the use of unsterilized water bottles for water sample collection, yet the report did not mention a corrective action to ensure the availability of sterilized water bottles in the future. With regards to spill response capabilities and training, OCSD has more than adequate training, equipment, and supplemental contractor support available to address large and complex sewer overflow events, if they occur. OCSD has created an SSO training facility and provides access to the facility for use by other agencies in the region. May 19,2017 23 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL The District has wet weather preparedness protocols in place to anticipate potential issues during wet weather events and to implement contingency plans including the purchase of bypass pumping and discharge hose required to accomplish bypass pumping. For example, a high risk section of pipe in Carbon Canyon area led to the development of a contingency plan to bypass the pipe, including the identification of the pumping equipment and bypass hose required to accomplish bypass. OCSD is considering the purchase of discharge hose on a motorized wheel. Another example is Bitterpoint, where equipment is staged as a contingency measure. The District has a High Flow Emergency Response Plan (HFERP)for the Collection System for responding to high influent wastewater flows. This response plan identifies speck preparation and response activities as part of either normal shift staffing or, if activated, the Incident Command System (ICS). The HFERP identifies a set of codes and criteria for activating these codes. The codes ranges from Code Blue, activated by the forecast of a heavy storm within the next 7 days, to Code Red, indicating the flow has exceeded the capacity of the 120-inch outfall and lack of availability of any remaining capacity within the collection system. Each code is associated with a response of either normal shift staffing or activation of ICS. Each code has a set of protocols for preparation and response actions. The recent intense rainstorms necessitated the activation of a HFERP Code Blue. OCSD performed outreach to member agencies to manage flows coming into the system and staff performed preparation and response activities as identified in the HFERP. The District was able to convey all flows through the collection system and treatment plant in through the outfall without a spill. OCSD has a strong set of protocols and training program for emergency operations. The District performs periodic mock drills to assess staff response to various emergency situations. The District also leverages planned shutdowns to simulate infrastructure failure conditions. For example, in 2015 there was a planned power outage at Plant 2 for two hours. District staff utilized this as an opportunity to simulate the loss of SCADA communications and protocols to manage this type of event. Lessons learned included enhancements to the sequencing of shutdown and startup of facilities. The District has a set of seven contracts with contractors and vendors, known as the 7-Pack", to support emergency response needs. In a true emergency, OCSD staff are provided the authority to enter into agreements with any service providers deemed necessary. If needed, OCSD staff has a database of over 1,000 emergency vendors and contractors to access if additional support required in a true emergency. Chapter 8—FOG Control Program Plan WDR Requirement: Each Enrollee shall evaluate its service area to determine whether a FOG control program is needed. If an Enrollee determines that a FOG program is not needed, the Enrollee must provide justification for why it is not needed. If FOG is found to be a problem, the Enrollee must prepare and implement a FOG source control program to reduce the amount of these substances discharged to the sanitary sewer system. This plan shall include the following as appropriate: May 19,2017 24 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL a. An implementation plan and schedule for a public education outreach program that promotes proper disposal of FOG; b. A plan and schedule for the disposal of FOG generated within the sanitary sewer system service area. This may include a list of acceptable disposal facilities and/or additional facilities needed to adequately dispose of FOG generated within a sanitary sewer system service area; C. The legal authority to prohibit discharges to the system and identify measures to prevent SSOs and blockages caused by FOG; d. Requirements to install grease removal devices (such as traps or interceptors), design standards for the removal devices, maintenance requirements, BMP requirements, record keeping and reporting requirements; e. Authority to inspect grease producing facilities, enforcement authorities, and whether the Enrollee has sufficient staff to inspect and enforce the FOG ordinance; f. An identification of sanitary sewer system sections subject to FOG blockages and establishment of a cleaning maintenance schedule for each section; and g. Development and implementation of source control measures for all sources of FOG discharged to the sanitary sewer system for each section identified in (0 above. Audit Finding: Similar to the 2015 WDR Audit, this audit review finds the District in compliance with WDR requirements for a FOG Control Program and has a very effective program consisting of the following components: • Consistent and effective source control of active permitted food service establishments (FSEs). • Implementation of GIS information tools to support FOG investigations. • Aggressive sewer cleaning of all areas known to have a history of FOG issues. • An effective public outreach education program for proper disposal of FOG through education at public events, website, social media, and news letters. The District increases promotion prior to holiday events where grease can be an issue (e.g., Thanksgiving and Christmas holidays). • A FOG ordinance providing adequate FOG enforcement authorities. • Adequate staffing to accomplish FOG program inspections and enforcement as required. • Close coordination between source control and collection system operations and maintenance staff to investigate FOG issues and determine appropriate source control and maintenance corrective actions to address issues. Over the past five years, the District has only experienced one (1) grease-related sewer overflow, as shown in Table 6. This SSO event occurred in an 8-inch sewer main that spilled 73 gallons. This is level of performance is a strong indicator that the District's FOG Control Program is effective at controlling grease issues in the District sewer mainlines. It is important to note this level of performance was achieved prior to the transfer of local sewers. May 19,2017 25 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL Table 6:Grease-Related SSOs Year 2012 2013 2014 2015 2016 2017 1 Total YTD Number of Grease-related SSOs 1 0 0 0 0 0 1 In August 2016, most of the smaller diameter sewer mains were transferred from the District's sewer system to East Orange County Water District, along with 180 of the 220 food service establishments the District was inspecting as part of the District's FOG program. Currently, the District has 40 FOG program permits being inspected as part of the District FOG program. Overall, the risk of sewer overflows due to grease blockages has been dramatically diminished with the transfer of the local sewers. Chapter 9—System Evaluation and Capacity Assurance Plan WDR Requirement: The Enrollee shall prepare and implement a capital improvement plan (CIP) that will provide hydraulic capacity of key sanitary sewer system elements for dry weather peak Flow conditions, as well as the appropriate design storm or wet weather event. At a minimum, the plan must include: a. Evaluation:Actions needed to evaluate those portions of the sanitary sewer system that are experiencing or contributing to an SSO discharge caused by hydraulic deficiency. The evaluation must provide estimates of peak flows (including flows from SSOs that escape from the system) associated with conditions similar to those causing overflow events, estimates of the capacity of key system components, hydraulic deficiencies (including components of the system with limiting capacity) and the major sources that contribute to the peak flows associated with overflow events; b. Design Criteria: Where design criteria do not exist or are deficient, undertake the evaluation identified in (a) above to establish appropriate design criteria; and C. Capacity Enhancement Measures: The steps needed to establish a short- and long-term CIP to address identified hydraulic deficiencies, including prioritization, alternatives analysis, and schedules. The CIP may include increases in pipe size, 1/1 reduction programs, increases and redundancy in pumping capacity, and storage facilities. The CIP shall include an implementation schedule and shall identify sources of funding. d. Schedule: The Enrollee shall develop a schedule of completion dates for all portions of the capital improvement program developed in (a)-(c) above. This schedule shall be reviewed and updated consistent with the Sewer System Management Plan (SSMP) review and update requirements as described in Section D. 14. Audit Finding: Overall, the District's approach to system evaluation and capacity assurance has proven to be effective, as evidenced by no capacity-related SSOs occurring since before January 2007. The District is in compliance with the System Evaluation and Capacity Assurance element of the SSMP. The District performed a system evaluation and capacity assurance analysis and developed a plan to address deficiencies identified as part of the 2006 Strategic Plan Update. This analysis May 19,2017 26 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL was reviewed and updated as part of the development of the 2009 Facilities Plan. The evaluation performed as part of the 2006 Strategic Plan Update identified project initiation criteria for system evaluation and capacity assurance. Projects identified to address capacity issues in 2006 were reviewed in 2009 and in some cases were eliminated or deferred indefinitely due to revisions in flow projections or corrections/changes to the modeled network. The District is currently in the process of developing a new capacity assessment of its collection system (Project PS 15-08)that includes an extensive flow monitoring program and hydraulic model update to assess the system's capacity to convey current and projected sewer flows. OCSD has implemented activities to manage flows in areas with known capacity issues. Activities to manage flows include flow diversion, flow bypass, and field monitoring by OCSD staff during high flow events. Flow management protocols are incorporated into the District emergency response procedures. The District has also incorporated high flow scenarios in emergency response preparedness exercises. Based on the results and recommendations from PS 15-08, Collection System Capacity Study, the District may develop a field monitoring plan to strategically collect additional flow data. This strategic data collection may or may not include areas previously identified; however, it would take into account pipes that have the potential to become hydraulically deficient. Since surcharging or overflows are generally not expected to occur in these sewers, except under extreme rainfall events exceeding the design storm, monitoring should focus on wet weather periods exceeding design storm conditions. The District's extensive flow monitoring program conducted during the 2016-2017 FY period, in conjunction with the PS 15-08, captured significant storm data which will identify areas currently in danger of surcharging. Comparison of those areas with the hydraulic model results will help to validate the model and develop CIP recommendations. Based on the results and recommendations of PS 15-08, District staff will determine whether or not on-going field monitoring of potential hydraulically deficient areas is beneficial. If implemented, the field monitoring program should be documented and referenced in future SSMPs. The SSMP and referenced documents such as the 2006 Strategic Plan Update, the 2009 Facilities Plan, and Fiscal Year Budgets describe capital improvement projects for capacity enhancement. Some of the identified projects have been completed and others deferred for a variety of reasons. It is not easy to determine the status of each project because the information is contained in various documents. Since the last SSMP Audit, the District has updated the table in Appendix M that lists the capacity-related CIP projects that were identified in the 2006 Strategic Plan Update, the 2009 Facilities Plan, or in other studies, however, the original source of the recommendation to perform the project is not listed in the table. The schedule and status of each project has been documented. Ongoing status refers to projects in either the design or construction phase, and could be further clarified in future updates. Anticipated completion dates, as required in the WDR D.13 viii (d)— System Evaluation and Capacity Assurance Plan, are not listed. For projects that have been deferred and/or are not currently included in the District's CIP, the table should include the reason for the deferral (e.g., reduced flows, lower growth projections, acceptable level of risk, etc.). This table will continue to be updated annually and included in the SSMP. May 19,2017 27 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL Evaluation OCSD's Capital Improvement Program is updated annually, in alignment with the budgeting process. The District is currently in the process of developing a new capacity assessment of its collection system (Project PS 15-08)that includes an extensive flow monitoring program and hydraulic model update to assess the system's capacity to convey current and projected sewer flows and to assess potential impacts on the system due to climate change (e.g. design storm selection and analysis). The District is planning to include an I&I evaluation and monitoring of dry weather flows to re-calibrate the hydraulic model. Once PS 15-08 is complete, the District intends to annually update the model network. OCSD has seen a decrease in sewage flows associated with economic conditions and water conservation efforts of the local water agencies. OCSD also has very strict/robust bypass requirements for construction projects, to minimize risk of spills. OCSD does permit dry weather urban run off diversions, which are assessed for hydraulic flow and capacity issues and approved on a case by case basis. District staff meet monthly with member agencies to discuss ongoing interagency issues (e.g. flow monitoring, I&I, future development projects). The District is a reviewer of CEQA documents for new development projects. Dry weather projected flows are checked against the hydraulic model to determine potential capacity constraints. The updated hydraulic model being developed as part of PS15-08 will include a tool in GIS that will identify potential capacity projects that may be triggered through the development review process. Once a project is identified to address a capacity deficiency, the OCSD Planning Division defines and prioritizes potential projects to remediate the capacity deficiency and works with the District's Design group on the timing for project delivery to ensure staffing levels can accommodate project recommendations. The schedule and budget for projects are managed by Division 750 (Project Management). Operational changes can impact capacity availability, e.g. diversion of sewage from one service area to another. The hydraulic model is run in those cases to assess ability of the system to handle diverted flows. May 19,2017 28 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL Design Criteria The design criteria for the wastewater collection system is defined in the District's master specifications and the District's Design and Construction Requirements for Sanitary Sewers, also referred to as the Design Guidelines. The Design Guidelines include requirements for depth of flow versus diameter(Did) in sewer pipe'. Diameter of Pipe (d) Max Depth vs Diameter 8 inches to 18 inches 0.50 21 inches to 60 inches 0.75 Over 60 inches 0.75 This criteria is considered to be very conservative and the District currently only applies these parameters on sewer pipes in new developments. In addition, Appendix M of the SSMP describes project initiation criteria the District uses to evaluate potential hydraulic deficiencies to trigger analysis of capital improvement alternatives designed to address the deficiency. Project initiation criteria includes a depth to diameter ratio and allowable surcharge based on depth of pipe, using a 10-year design storm. Smaller sewers are determined deficient when the ratio of peak depth of flow to pipe diameter is equal to or greater than 1.0. When redesigning sewers larger than 12 inches, the desired ratio of the peak depth of flow to pipe diameter(d/D) is equal to 1.0. For sewer with a diameter of 12 inches or less, the desired d/D is equal to 0.75. The District should consider updating Appendix M to more clearly define the distinction between project initiation criteria used by Planning Division to evaluate hydraulic deficiencies versus design criteria used to design collection system capital improvements. The update should also clarify discrepancies between the depth of flow to diameter design criteria provided in the District's Design and Construction Requirements for Sanitary Sewers versus those described in Appendix M. The District should also update the Design and Construction Requirements for Sanitary Sewers to include depth of flow versus diameter parameters for the replacement of existing sewer pipelines in areas that are built-out to align with Appendix M. On existing pipelines, the District will have historical flow data, and in some cases hydraulic modeling results from the District's dynamic hydraulic model, enabling the District to make informed and risk-based decisions with depth of Flow versus diameter parameters that are less conservative than those employed for new sewers in undeveloped areas. Hydraulic deficiencies exceeding project initiation criteria are brought to the attention of the Design Group Managers and any variances from the criteria are discussed and documented in a technical memorandum. The Collection System Capacity Assessment Study(PS-15-08)will evaluate the current project initiation criteria used to evaluate hydraulic deficiencies and will determine if changes need to be made to design storm selection, based on an evaluation of 'Design and Construction Requirements for Sanitary Sewers, OCSD, November 2014, Page 12-7. May 19,2017 29 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL actual wet weather events over the past 10 years and potential changes in wet weather patterns due to climate change. Capacity Enhancement Measures OCSD maintains a short and long term CIP, prioritized in the schedule based on need and available funding. The District is implementing a risk model in association with the condition assessment work that will incorporate capacity projects identified to develop a prioritized project list. Priorities are checked annually during the budgeting process. Project justification descriptions identify whether a project is capacity related, or partially capacity related. In 2006, OCSD established Ordinance OCSD-27, which instituted a consolidated revenue district and applies fees and charges uniformly throughout the service area, with the exception of IRW D (Revenue Area 14)which is fully funded by IRWD. OCSD uses an empirical model to distribute its available revenues among projects, and develop schedules for the CIP components. Schedule The CIP is updated annually and the Budget Process, with upcoming dates, is provided in Appendix U of the SSMP. Projects are initiated by the identification of issues (e.g. condition, capacity, regulatory requirements, etc.) and a rough order of magnitude cost is determined based on a preliminary project scope for each project identified. The cashflow of these projects, as well as existing active projects are then compared against budget and resource constraints and projects are then prioritized to meet these constraints. The CIP list indicates the reference number and name of the project and anticipated fiscal year for the start of the project. Those projects that have been started are noted as on-going in Appendix M; however more detail is noted in the CIP. Chapter 10—Monitoring, Measurement, and Program Modifications WDR Requirement: The Enrollee shall: a. Maintain relevant information that can be used to establish and prioritize appropriate Sewer System Management Plan (SSMP) activities; b. Monitor the implementation and, where appropriate, measure the effectiveness of each element of the SSMP; C. Assess the success of the preventative maintenance program; d. Update program elements, as appropriate, based on monitoring or performance evaluations;and e. Identify and illustrate SSO trends, including: frequency, location, and volume. Audit Findings: The District is maintaining relevant information that is used to establish and prioritize appropriate SSMP activities. Overall SSMP Performance: The primary indicators utilized to measure and monitor the success of SSMP implementation include the following performance indicators: • SSOs per 100 miles per year: Goal is less than 2.1 SSOs per 100 miles per year May 19,2017 30 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL • Time to contain flow: Goal is to contain SSOs within 5 hours. • SSO response time: Goal is to respond to all SSOs within 1 hour of notification. Each of these indicators are tracked and communicated to the District Managers and District Board monthly. Organizational units responsible for various SSMP elements and SSMP activities are tracking relevant data required to manage operational units, SSMP programs, and system performance. Operations and Maintenance Program: In January 2015, the District began tracking and assessing the success of operations and maintenance work activities using the Maximo Computerized Maintenance Management System (CMMS). The District is using Maximo CMMS data to generate an Operational Dashboard report measuring the following metrics monthly: • Sanitary Sewer Overflows Per 100 Miles; Goal is less than 2.1 SSOs per 100 miles • Collection System Odor Complaints • Collection Preventive Maintenance work order compliance (i.e., whether preventive maintenance is performed on schedule) • Miles of Cleaning Production; Goal is 5 miles per month • Completion of Pump Station Preventive Maintenance Work Orders Due; Goal is 95 percent completion • Completion of Inverted Siphon Preventive Maintenance Work Orders; Goal is 95 percent completion • Number of Regional System Manholes inspected using Closed Circuit Television Production of per Month; Goal is 42 manholes inspected per month • Miles of Regional Sewer pipelines inspected per month; Goal is 6.7 miles inspected per month The report includes a measured value for each metric along with a colored circle indicating whether the measured value is within a Green, Yellow, or Red operating range, with Green being the preferred operating range. The Operational Dashboard is a significant improvement in performance measurement that is providing Collection O&M management and supervision real- time operational performance feedback to manage collection system maintenance activities. Appendix 11 of the SSMP titled Preventative Maintenance Program specifies collection system maintenance output goals. These goals are summarized in Table 7. As documented in the 2015 WDR Audit Report, OCSD may want to focus efforts on improving the ability to provide documentation verifying SSMP commitments are being achieved. As OCSD's implementation of the Maximo computerized maintenance management system continues to mature, OCSD should consider developing additional performance metrics to track achievement of these goals. The current Operational Dashboard metrics come close to achieving this goal. A further improvement OCSD may want to consider is a periodic report indicating which assets have exceeded the preventive maintenance frequencies summarized in Table 7 and which assets are close to exceeding those frequencies. May 19,2017 31 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL Table 7:Summary of Maintenance Outputs Specified in SSMP Appendix 11 -Preventive Maintenance Program Activity Frequency(months) Asset Type Cleaning Inspection Exercise Gravity Pipe 12-inches and smaller Higher risk 12 60 Lower risk 18 60 Greater than 12-inches and less than or equal to 42-inches 60 84 Greater than 42-inches Note 1 84 Siphons and trouble spot gravity pipe 1 to 9 Manholes Note 2 Pressure sewers Isolation valves 3 and Pumping Air/vacuum release valves Facilities 6 Note 1:Cleaned as required based on CCTV results. Note 2:Manholes are inspected as part ofgravity sewer inspection Overflow Emergency Response: In addition to the SSO response activities tracked in the Maximo CMMS, the District relies on the SWRCB CIWQS database to store SSO event and reporting data. Supporting SSO documentation (pictures, forms, calculations, etc.) is stored on a District server and is uploaded to the SWRCB CIWQS database. Fats, Oils, and Grease Control Program: FOG Program inspection information is tracked in the District's FOG Program database. This database tracks all active FOG Program permits, scheduled inspections, follow-up inspections, inspection results, FOG program violations, and enforcement activities. Sewer Repair, Rehabilitation and Replacement Program: The District is tracking sewer repair activities in the Maximo CMMS. Sewer rehabilitation and replacement is tracked in the GIS as part of the GIS update process. Prior to the GIS update, rehabilitation and replacement of specific assets is tracked by project either by Engineering or Contracts Support Services. System Evaluation and Capacity Assurance Program: The District tracks the implementation of system evaluation and capacity assurance program recommendations on a project by project basis. These projects are being implemented over a long-term horizon and tracking is documented in the SSMP in Appendix M, Table 1-3. The technical memorandum was last updated on November 14, 2016. Asset Management Improvement Program: The District has an active Asset Management Improvement Program with long-term, medium-term, and short-term strategies for managing asset reliability. OCSD is currently developing and implementing the processes required to more accurately predict funding required for long-term asset reliability and sustainability. The District's current long-term funding predictions are based on best professional judgment at this time. In the medium-term, CIP funding is reviewed annually based on the projects identified and prioritized to address system reliability needs. May 19,2017 32 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL Program Modifications: The SSMP was last certified by the District Board in March 2012. As required by the Monitoring and Reporting Program (Order No. WQ 2013-0058-EXEC)the SSMP includes records documenting the dates of all changes to SSMP chapters and attachments since the last certification, including the name of the person authorizing the changes for all changes occurring since September 2013. Environmental Compliance staff use ECAP to send email reminders to owners assigned to maintain various SSMP chapters and elements. Currently these reminders are sent every six months. Environmental Compliance staff is in the process of reviewing the appropriateness of the update frequency and may be modifying the frequency and schedule for updates based on feedback from chapter and appendix owners. As updates are made by chapter and appendix owners, the revised versions are collected and managed by Environmental Services staff for incorporation into the next published update. Chapter 11 —SSMP Program Audits WDR Requirement: As part of the SSMP, the Enrollee shall conduct periodic internal audits, appropriate to the size of the system and the number of SSOs. At a minimum, these audits must occur every two years and a report must be prepared and kept on file. This audit shall focus on evaluating the effectiveness of the SSMP and the Enrollee's compliance with the SSMP requirements identified in this subsection (D.13), including identification of any deficiencies in the SSMP and steps to correct them. Audit Findings: The District is in compliance with the SSMP Program Audit requirement. This audit serves as the District's 2017 SSMP Program Audit and is being performed at a minimum of every two years as required by WDR. As documented in the SSMP Effectiveness section of this audit report, the District's sewer overflow performance is excellent and a two-year audit frequency is appropriate. The District keeps prior SSMP Program Audits on file and the previous SSMP Program Audit is available electronically on the District's website at: https://www.ocsd.com/a bout-us/transparency/waste-d ischarge-rec u irements/-folder-612. The District's 2015 audit report contained a section analyzing the District's sewer overflow performance and overall SSMP effectiveness. The audit report also included a section providing a narrative review of the effectiveness of each SSMP Program element and identified strengths in the SSMP program as well as deficiencies and steps to correct them. The District reviewed the findings of the 2015 SSMP program audit, assigned a resource to evaluate each deficiency and develop a plan of action, and documented the results in an Audit Closeout Memo dated June 30, 2016. The Audit Closeout Memo was presented to the Operations Committee on October 5, 2016 and the Board of Directors on October 26, 2016. The Audit Closeout Memo documented updates to the SSMP required to address identified deficiencies. The changes made to the SSMP were deemed not substantial enough to require certification by the Board of Directors. Environmental Compliance staff has created a calendar reminder to trigger an audit schedule review by the WDR/SSMP audit Subject Matter Expert 7 months in advance of the audit deadline, which will provide enough time to implement OCSD's Environmental Auditing Program Procedures TS-ECRA-SOP-011 and complete the next WDR/SSMP audit on time by May 2, 2019. May 19,2017 33 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL Environmental Compliance staff have assigned one point of contact for procurement of audit support services. The scope for the audit is stored on ECAP providing a starting point for future procurements, which streamlines the audit process. Chapter 12—Communication Program WDR Requirement: The Enrollee shall communicate on a regular basis with the public on the development, implementation, and performance of its SSMP. The communication system shall provide the public the opportunity to provide input to the Enrollee as the program is developed and implemented. The Enrollee shall also create a plan of communication with systems that are tributary and/or satellite to the Enrollee's sanitary sewer system. Audit Finding: The District is in compliance with WDR requirements for a Communication Program. The District has a Sanitary Sewer Overflow webpage dedicated to providing the public with information regarding the WDR, OCSD's SSMP, and sewer overflow reporting. hftps://www.ocsd.com/residents/sanitary-sewer-overflow The webpage has: 1. Description of sewer responsibility and sewer overflow definition. 2. Information about the State Water Resource Control Board (SWRCB)WDR and a link to the WDR on the State Water Resources Control Board SSO Program webpage (http://www.waterboards.ca.gov/water issues/programs/sso/). 3. Description of OCSD's SSMP and a link to the document on the OCSD Transparency webpage (httD://www.ocsd.com/about-us/transparency/waste-discharge-requirements/- folder-612). 4. A list of all of the required elements of the SSMP. The list of outdated and aligned with the older Region 8 SSMP requirements and should be updated to align with the SWRCB WDR SSMP requirements. 5. Information regarding SSO reporting and links to the SWRCB California Integrated Water Quality System (CIWQS)website and spill maps. 6. Information regarding Orange County WDR General Committee meetings and with an open invitation to the public. The page points to the OCSD Calendar which provides the date and time of these meetings. 7. Contact information for key OCSD staff involved with the WDR. The District has formed two periodic meetings to communicate with tributary agencies including the WDR Steering Committee and the Orange County Waste Discharge Requirements (OC WDR) General Meeting. These meetings occur every two months and consist of representatives of the District and all agencies with a collection systems tributary to OCSD's regional system. These meetings cover a range of topics related to the WDR and serve as an effective means for OCSD to communicate with tributary agencies and the public. May 19,2017 34 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL • A list of upcoming meetings for each of these groups is can be found at: httos://www.ocsd.com/about-us/calendar. In addition to periodic WDR Steering Committee and OC WDR General Meeting, the District communicates with tributary and satellite agencies in cases where OCSD staff responds to a neighboring agencies SSO event or when the High Flow Emergency Response Plan is activated. • In the case an SSO occurs on OCSD pipelines, OCSD will coordinate and communicate messaging with the local agency Public Information Officer as necessary. o Depending on the magnitude or impact of an SSO event, Environmental Compliance staff and Collection O&M staff will brief Communications staff on the details of the event and Communication staff may develop talking points in preparation of potential news coverage of the event. Two recent events (CIWQS Spill IDs 824417 and 832505) resulted in the development of talking points in preparation for media coverage. • As described previous, when criteria is met to activate the High Flow Emergency Response Plan, OCSD will communicate the situation to tributary and satellite agencies to support management of flows into the OCSD system. The Communication Program element of the WDR requires that "the communication system shall provide the public the opportunity to provide input to the Enrollee as the program is developed and implemented". OCSD is missing out on an opportunity to provide the public with another opportunity and means to provide input on the development and implementation of the SSMP. In addition to all of the other communication mechanisms OCSD employs to communicate with the public, tributary agencies, and satellite agencies, OCSD may want to consider adding a message on the District's SSO webpage indicating that the current version of the SSMP available on the District website is always available for review and any comments, suggestions, or input from the public is welcome and appreciated. The message can instruct the public to provide this input to any of the three contacts identified on at the bottom of the page for consideration in future SSMP updates. May 19,2017 35 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL Strengths and Implementation Accomplishments Documenting the strengths and implementation accomplishments of the SSMP is as important as determining the deficiencies and corrective actions. The District should recognize the areas of strength in sewer system management as well as continue building upon success in these areas. Table 8 includes the strengths and implementation accomplishments that were identified during the audit. Table 8:Strengths and Implementation Accomplishments WDR Provision Strengths and Implementation Accomplishments Overall The District successfully transferred approximately 170 miles of local sewer pipelines in the Tustin area to the East Orange County Water District, enabling OCSD to focus on management operation and maintenance of the regional system. D.13(ii)- Organization The District recently reorganized and has assigned roles and responsibilities for development and implementation of the SSMP. The SSMP organization documentation was updated prior to the audit and staff have been effective at implementing key elements of the SSMP. D.1 3(iii)— Legal The District completed an update of the Waste Discharge Authority Regulation Ordinance in July 2016. OCSD-39 was repealed and replaced by OCSD-48 effective July 1, 2016. D.13(iv)—Operations The District has sustained an SSO rate in the sewer system of and Maintenance less than 1.31 SSOs per 100 miles of sewer pipelines per year Program over the last five years, placing OCSD in the category of high- performing sewer systems. The Operations and Maintenance Program is a key contributor to the high level of SSO performance achieved in the last five years through: • An aggressive sewer cleaning program in the local sewer system which focuses aggressive sewer cleaning in pipelines with historical maintenance issues and cleaning of all other pipes at least once every year; • A five-year cleaning cycle for all regional sewers less than or equal to 42-inch diameter and more frequent cleaning of known problem regional sewer pipe segments. Trouble spots and siphons are cleaned every 4 weeks to 3 months based on historical cleaning needs, which may include pipe segments larger than 42-inch diameter. • Systematic CCTV inspection of the sewer system on a 5- year cycle beginning with the problematic and older portions May 19,2017 36 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL WDR Provision Strengths and Implementation Accomplishments of the system. This systematic approach enables OCSD to identify structural deficiencies in the early stages of deterioration and to monitor these deficiencies and determine appropriate corrective actions. • Well-trained collection system employees with all employees above the Maintenance Worker classification maintaining CWEA Collection System Maintenance certifications at or above levels required for their position. • Accurate and up-to-date mapping of the sewer system to support SSO response and preventive maintenance activities. District response crews also have access to stormwater drainage system mapping to support sewer overflow response and recovery. • A pump station maintenance and inspection program with a well-defined maintenance schedule, documented standard operating procedures, checklists, and daily SCADA data review. Baseline CCTV inspection of all new pipe upon acceptance of new construction. D.13(iv)(c)—Operations The District has implemented a pump station reliability program and Maintenance that currently performs vibration analysis, oil analysis, and Program thennography on pump station equipment. This analysis can lead to additional monitoring, maintenance, repair, and in some cases replacement of pump assets. The District has just started utilizing ultrasound to support similar types of decisions. Collection and use of reliability data to support maintenance and renewal decisions is a best practice. D.13(vi)(c)—Overflow The District has documented and trained staff on procedures Emergency Response and process for SSO notifications and communication (SSMP Plan Appendices P2 and P3). D.13(vii)— FOG Control The District has a very effective program for fats, oils, and Program grease (FOG) blockage control including: • Consistent and effective source control of active permitted FSEs. • Implementation of GIS information tools to support FOG investigations. • Aggressive sewer cleaning of all areas known to have a history of FOG issues. • An effective public outreach education program for proper May 19,2017 37 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL WDR Provision Strengths and Implementation Accomplishments disposal of FOG through education at public events, website, social media, and newsletters. The District increases promotion prior to holiday events where grease can be an issue (e.g., Thanksgiving and Christmas holidays). • A FOG ordinance providing adequate FOG enforcement authorities. • Adequate staffing to accomplish FOG program inspections and enforcement as required. • Close coordination between source control and collection system operations and maintenance staff to investigate FOG issues and determine appropriate source control and maintenance corrective actions to address issues. D.13(ix)— Monitoring, The District is tracking SSO performance indicators and is Measurement, and communicating these to District Managers and District Board Program Modifications monthly. D. 13 (viii)—System The District has not experienced any capacity-related sewer Evaluation and Capacity overflows in the past eight years. Assurance Program D. 13 (viii)—System In August 2016, the District authorized a new capacity Evaluation and Capacity assessment of its collection system (PS 15-08 Collection Assurance Program System Capacity Assessment Study) which will assess current sewer flows, update and validate the hydraulic model, review current design criteria, evaluate hydraulic deficiencies and develop a new Capital Improvement Program. Upon completion of the 2-year project, these findings will be incorporated into the SSMP. D.13(x)—SSMP The District successfully completed an SSMP Audit and Update Program Audits cycle. The District conducted an SSMP audit in early 2015. The audit assessed the effectiveness of the SSMP implementation and identified deficiencies in the SSMP and steps to correct them. D.13(xi)— The District employs multiple communication methods ranging Communication Plan from face-to-face meetings with tributary and satellite agencies; periodic OC WDR meetings open to the public; a large volume of collection system program documentation available on the OCSD website, and an SSO webpage dedicated to informing the public of the WDR requirements and OCSD's Sewer May 19,2017 38 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL WDR Provision Strengths and Implementation Accomplishments System Management Plan. May 19,2017 39 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL WDR Compliance, SSMP Deficiencies and Corrective Actions Several deficiencies were identified during the audit and are in this Section along with recommended corrective actions. Deficiencies were divided into three categories and assigned a deficiency type code. The deficiency categories are coded and defined as shown in Table 9: Table 9: Deficiency Definitions Deficiency Deficiency Type Deficiency Definition Type A Non-Compliance A process or outcome resulting in the SSMP not currently being in compliance with the W DR/SSMP requirements. B-major Major Non-Conformance Moderate to high likelihood that a statement in the SSMP is not fully confonmed. Moderate to high likelihood the deficiency may impact the success of the SSMP and/or program performance. B-minor Minor Non-Conformance Low likelihood that a statement in the SSMP is not fully conformed. Low likelihood the deficiency may impact the success of the SSMP and/or program performance. WDR Compliance This audit finds the District in compliance with the State Water Resources Control Board Order No. 2006-0003—Statewide General Waste Discharge Requirements for Sanitary Sewer Systems. SSMP Deficiencies and Corrective Actions The following tables document the SSMP non-confonnance deficiencies identified as a result of the audit along with recommended corrective actions. May 19,2017 40 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL Table 10: Major and Minor Non-Conformance Deficiencies and Recommended Corrective Actions WDR Provision Identified Deficiency Recommended Corrective Action Deficiency Type D.13(ii)- Ed Torres is not currently shown as a legally OCSD may want to consider including Ed Tones B-minor Organization responsible official in the organization chart or as a legally responsible official since he ultimately in the State Water Resources Control Board oversees the Collection O&M crews responsible CIWQS SSO database. for pipeline and pump station emergency response, operations, and maintenance. D.13(ii)- The District Reliability Engineering and Update the Organization Chart to indicate the B-minor Organization Maintenance Team (DREAM Team) is not lines of authority of the DREAM Team. shown on the organization chart. D.13(iv)—O&M The DREAM Team is an important sub-element Incorporate a description of the DREAM Team B-minor Program of the Operation and Maintenance Program activities into the SSMP Operations and and their activities should be described in the Maintenance Program chapter. Operations and Maintenance chapter of the SSMP. D.13(iv)—O&M Force main inspection is still problematic due to OCSD should consider developing a B-major Program limited access and many force mains remain programmatic force main inspection and condition uninspected. OCSD has used Smartball to assessment plan that evaluates current force assess the condition of some force mains and main access, identifies potential improvements to in some cases has performed external improve access, and documents the best inspection on metallic pipelines. approach currently available to assess condition given the current state of maintenance accessibility specific to each force main. May 19,2017 41 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL WDR Provision Identified Deficiency Recommended Corrective Action Deficiency Type D.13(iv)—O&M Maintenance Planning staff are developing Job Develop a plan to update generic Job Plans to B-minor Program Plans in Maximo. Ideally Job Plans would be become station-speck to improve the ability of updated over time to reflect actual protocols the organization to pass this knowledge to future followed by Collection O&M crews in the field. Collection O&M pump station maintenance This will require feedback from Collection O&M employees. The plan should take into account the crews back to Maintenance Planning. One available resource capacity of Maintenance issue with the Job Plans for pump station crews Planning and Pump Station O&M staff. The key is is the lack of connectivity in the pump stations. to invest the time up front to ensure the Job Plans Pump station crews also perform these have appropriate detail and are correct. This may activities so often, there is not a need to read require multiple visits to the pump station to Job Plans to be able to perform the work. ensure everything is covered. The District may want to consider revisiting Job Plans once every five years to ensure everything is still the same and no further improvements can be made. D.13(iv)—O&M Supervisors make assignment to crews. Need to improve this process work flow or have B-minor Program Supervisors also review service requests for the ability to delegate authority for review of validation and conversion into work orders. service requests in the case where supervisors This is a current process bottleneck. are not available for short fuse service requests. D.13(iv)—O&M Work order data collection appears to be Consider developing guidance to standardize data B-major Program inconsistent between crews. collection practices for Collection O&M crews. For example, sewer cleaning crews should utilize the same terminology and volume quantification practices for documenting the type and amount of material removed from sewer pipe segments during sewer cleaning. May 19,2017 42 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL WDR Provision Identified Deficiency Recommended Corrective Action Deficiency Type D.13(iv)—O&M Risk Assessment—OCSD does not OCSD should move forward with configuring B-minor Program continuously update collection system risk as InfoMaster to calculate asset risk and new CCTV data is collected. This has evolved continuously update the risk assessment for all from being a best management practice to pipes in the sewer system as new CCTV data is becoming a standard industry practice. OCSD collected. recently purchased Innovyze InfoMaster, which has risk assessment functionality. D.13(v)— The depth of flow versus diameter criteria The District should update the Design and B-major Design and included in the District's Design and Construction Requirements for Sanitary Sewers to Performance Construction Requirements for Sanitary include depth of flow versus diameter parameters Provisions Sewers is more conservative than the criteria for the replacement of existing sewer pipelines in described in Appendix M for evaluating and areas that are built-out to align with Appendix M. designing improvements to the existing system. D.13(vi)— Appendix P2—Laboratory, Monitoring, and Update Appendix P2 to address. B-minor Overflow Compliance (LMC) SSO Response Emergency Procedure: Includes procedures for the LMC Response Plan primary responder including protocols for responding to notification, field visitation, and reporting. It was last updated on 11/2/2016. References to this appendix in SSMP Chapter 7 reference Environmental Compliance versus LMC. Also, the cover page for this appendix is titled SSO Notification Procedures and should be updated to SSO Response Procedure. May 19,2017 43 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL WDR Provision Identified Deficiency Recommended Corrective Action Deficiency Type D.13(vi)— As documented in the 2013 WDR Audit, the The District may want to consider updates to the B-minor Overflow various attachments documenting SSO Overflow Emergency Response Plan chapter and Emergency response protocols are fragmented. attachment to address this issue. One suggestion Response Plan is the consolidation of Appendix Q1 into Chapter 7 of the SSMP. Appendix Q1 provides a narrative description of the overall emergency response program, which is more appropriately included as part of Chapter 7 instead of as an appendix. May 19,2017 44 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL WDR Provision Identified Deficiency Recommended Corrective Action Deficiency Type D.13(vi)— As noted in the 2010 SSMP audit, SSO The District may want to Include a section in the B-major Overflow response documents still do not address next SSO Emergency Response Plan update Emergency overflows from pump stations and force mains. focused on pump stations indicating each pump Response Plan Overflows from these locations can create station, location, whether it is equipped with significant volumes of sewage in a short alarms, on-site back-up pumps, and back-up amount of time and benefit from having power generators. For any stations that lack contingency plans in place in the event of a back-up pumps and generators, the plan should failure. specify a protocol for prompt delivery of portable pumps or generators in the event of a station failure. In addition, the wet well capacity at each pump station should be provided along with an estimate of how much storage time the wet wells would provide under different flow conditions. It should identify where an SSO will occur if a station fails and where bypass intake and discharge should be set up. Finally, the plan should identify an operation or bypass approach in the case of force main failure and should evaluate whether a more detailed response or contingency plan is necessary for larger pump stations and forcemains or complicated pump station and force main operations. May 19,2017 45 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL WDR Provision Identified Deficiency Recommended Corrective Action Deficiency Type D.13(vi)— As noted in the 2015 SSMP audit, the Control Incorporate a reference to the Control Center B-minor Overflow Center staff has a training binder for training training binder into the next SSMP update. Emergency new Control Center staff on how to Response Plan appropriately document and communicate customer calls for potential SSO events. This document is an important training tool and guide for Control Center staff and is not referenced in the SSMP. D.13(vi)— The SSO Technical Report for CIWQS Spill ID Develop a corrective action to ensure the B-minor Overflow 832505 documented the use of unsterilized availability of sterilized water bottles for Collection Emergency water bottles for water sample collection. O&M staff to take water samples K needed. Response Plan D.13 viii (b)— Appendix M of the SSMP describes project The District should consider updating Appendix M B-minor System initiation criteria the District uses to evaluate to more clearly define the distinction between Evaluation and potential hydraulic deficiencies to trigger project initiation criteria used by Planning Division Capacity analysis of capital improvement alternatives to evaluate hydraulic deficiencies versus design Assurance Plan designed to address the deficiency. Project criteria used to design collection system capital initiation criteria includes a depth to diameter improvements. The update should also clarify ratio and allowable surcharge based on depth discrepancies between the depth of flow to of pipe, using a 10-year design storm. Smaller diameter design criteria provided in the District's sewers are determined deficient when the ratio Design and Construction Requirements for of peak depth of flow to pipe diameter is equal Sanitary Sewers versus those described in to or greater than 1.0.When redesigning Appendix M. sewers larger than 12 inches, the desired ratio of the peak depth of flow to pipe diameter(d/D) is equal to 1.0. For sewer with a diameter of 12 inches or less, the desired d/D is equal to 0.75. May 19,2017 46 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL WDR Provision Identified Deficiency Recommended Corrective Action Deficiency Type D.13 viii (d)— SSMP and referenced documents such as the Update the table in Appendix M that lists all the B-minor System 2006 Strategic Plan Update, the 2009 Facilities capacity-related CIP projects that were identified Evaluation and Plan, and Fiscal Year Budgets describe capital in the 2006 Strategic Plan Update, the 2009 Capacity improvement projects for capacity Facilities Plan, or in the current PS 15-08 study. Assurance Plan enhancement. Some of the identified projects Include the original source of the recommendation have been completed and others deferred for a to perform the project. Document the priority and variety of reasons. Although improvements status of each project and projected completion have been made to the table in Appendix M date. since the last audit, the reason for the For projects that have been deferred and/or are cancellation of projects is still not included. not currently included in the District's CIP, the Projects listed as"on going" could be in design table should include the justification for the or construction phases. The anticipated start deferral (e.g., reduced flows, lower growth dates of the projects are listed, however, the projections, acceptable level of risk, etc.). This anticipated completion dates (as required by table should be updated annually and included in the WDR) are not. the SSMP. May 19,2017 47 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL WDR Provision Identified Deficiency Recommended Corrective Action Deficiency Type D.13(ix)— Appendix 11 of the SSMP titled Preventative As documented in the 2015 WDR Audit Report, B-minor Monitoring, Maintenance Program, specifies collection OCSD may want to focus efforts on improving the Measurement, system maintenance output goals. These goals ability to provide documentation verifying SSMP and Program are summarized in Table 7. The current commitments are being achieved. As OCSD's Modifications Operational Dashboard metrics come close to implementation of the Maximo computerized achieving this goal. maintenance management system continues to mature, OCSD should consider developing additional performance metrics to track achievement of these goals. A further improvement OCSD may want to consider is a periodic report indicating which assets have exceeded the preventive maintenance frequencies summarized in Table 7 and which assets are close to exceeding those frequencies. May 19,2017 48 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL Other Findings and Opportunities This section includes other findings and opportunities for improvements not linked directly to issues of compliance or conformance with the WDR. These are ideas which resulted from the audit and are presented for the District's consideration. Table 11:Other Findings and Opportunities WDR Provision Finding Opportunity D.13(ii)- There are inconsistencies between the titles used on the Update the Organizational Narrative and Program Organization Organizational Narrative versus those shown on the Organizational Chart to create consistency between the Program Organizational Chart making it challenging for titles or a clear linkage between the titles. For example, a someone outside of the OCSD organization to follow, yet new column could be added to the Organization Narrative both documents are mostly up-to-date and comply with to include the exact titles shown in the Program the WDR requirement. Organizational Chart. D.13(ii)- The title for the Principal Public Affairs Specialist is not Update the title. Organization correct due to a recent promotion. D.13(iv)—O&M Decision-Making Guidelines—OCSD continues to OCSD has the opportunity to develop a standardized Program evaluate the maintenance and renewal needs of sewer approach to evaluating maintenance and CCTV data and pipelines manually and on a case-by-case basis. determine maintenance and renewal actions (i.e., repair, replace, CIPP, upsize, etc.)to address asset deficiencies as maintenance and CCTV data is collected. D.13(iv)—O&M OCSD recently purchased Innovyze InfoMaster software, OCSD should move forward with configuring InfoMaster to Program which has the functionality to support asset management calculate asset risk and continuously update the risk decision-making. assessment for all pipes in the sewer system as new CCTV data is collected. May 19,2017 49 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL WDR Provision Finding Opportunity D.13(iv)—O&M Estimating Renewal Needs—OCSD has estimated long- OCSD has condition data for almost all collection system Program term asset renewal needs and has incorporated these assets. OCSD should consider using this data to calculate estimates into OCSD's budget and rate structure. These actual asset reliability rates using available CCTV estimates were based on assumptions for useful life of inspection data and then updating the renewal needs collection system assets. funding forecast. OCSD can then begin to understand whether the current funding level is adequate to sustain desired service levels and risk tolerances. D.13(iv)—O&M CCTV Inspection Schedule—OCSD has collected CCTV OCSD should consider moving towards a risk-based Program inspection data for almost all collection system gravity CCTV monitoring schedule for future inspections. High-risk mainline assets. pipes would be inspected more frequently (e.g. 5 to 10- year schedule) and low risk pipes less frequently (e.g., 10 to 20 year schedule). D.13(viii)— The District is currently in the process of developing a PS 15-08 provides an opportunity for the District to assess System new capacity assessment of its collection system (Project current sewer flows, update and validate the hydraulic Evaluation and PS 15-08)that includes an extensive flow monitoring model, review current design criteria, evaluate hydraulic program and hydraulic model update to assess the Capacity system's capacity to convey current and projected sewer deficiencies and develop a new Capital Improvement Assurance Plan flows. Program. Upon completion of the project, these findings should be incorporated into the SSMP. May 19,2017 50 Orange County Sanitation District 2015-2016 WDR/SSMP Audit WDR/SSMP Audit Findings FINAL WDR Provision Finding Opportunity D.13(viii)— As part of PS 15-08, the District will be assessing flows PS 15-08 presents an opportunity for the District to System from member agencies. As the District has invested develop a plan to continue to assess 1/1 from member Evaluation and significant funds to assist member agencies with their 1/1 agencies over time. The updated hydraulic model is Capacity reduction efforts, this project will help to quantify trends in capable of quantifying 1/1 as a percentage of rainfall, Assurance Plan 1/1 over time. It is important to the District that peak 1/1 be factoring in dry and wet antecedent rainfall conditions, and controlled by the member agencies. Significant increases should be able to quantify any significant increases or in peak 1/1 could result in additional hydraulic deficiencies decreases in 1/1 that occurs, allowing the District to follow- that have not yet been identified in the District's trunk up and document I&I improvement efforts by upstream sewers, as well as in the District's treatment plants and agencies. Proposed monitoring program should include ocean outfalls. comprehensive analysis of flows from these agencies. If a flow monitoring plan is developed as a result of the PS15-08 project, this information should be included in the SSMP and regular updates of the "watch" areas should be provided. D.13(ix)— Environmental Compliance staff use ECAP to send email Environmental Compliance staff is in the process of Monitoring, reminders to owners assigned to maintain various SSMP reviewing the appropriateness of the update frequency Measurement, chapters and elements. Currently these reminders are and should follow through with modifying the frequency and Program sent every six months. and schedule for updates, as appropriate, taking into Modifications consideration the feedback received from chapter and appendix owners. D.13(xi)— OCSD is missing out on an opportunity to provide the OCSD may want to consider a adding a message on the Communication public with another opportunity and means to provide District's SSO webpage indicating that the current version Plan input on the development and implementation of the of the SSMP available on the District website is always SSMP. available for review and any comments, suggestions, or input from the public is welcome and appreciated. The message can instruct the public to provide this input to any of the three contacts identified on at the bottom of the page for consideration in future SSMP updates. May 19,2017 51 SSMP Audit & Upd Sewer System Management Plan (SSMP ) • SSMPs document Spill Reporting, Response and Comprehensive Prevention efforts undertaken by Collection System Owners and Operators • An audit of the SSMP must be conducted every 2 years as required by the Waste Discharge Requirements for Sanitary Sewer Systems (WDR for SSSs) by the State Water Resources Control Board • Audits focus on evaluating the effectiveness of the SSMP and compliance with SSMP requirements Auditor Statements • "The overall program for managing, operating, and maintaining the sewer system has continued to improve and operate at a high level of performance." • OCSD's SSMP was used by regulators in presentations to Collection System Operators as a positive example to follow. Audit Findings • Audit covered the period between January 2015 through December 2016 • No non-compliance findings or deficiencies • 4 major non-conformances were identified . These represent a moderate-to-high likelihood of impact to the success of the program performance • 13 minor non-conformances. These are less likely to impact on the success of the program • 10 Opportunities for Improvement not impacting compliance or conformance 4 Major Non -Conformances • Spill contingency plans for pump stations need to be added to the SSMP (Currently located in Emergency Response Plan ) • Inspections of Force Mains are not conducted on a routine schedule as done with the gravity system • OCSD's Design and Construction Requirements for Sanitary Sewers are not consistent with the SSMP • Work order data collection is not uniformly recorded between different collection crews and locations 13 Minor Non -Conformances • Groups of Issues identified include : • Improve identification of positions responsible for different roles within the SSMP • Improve use of Maximo to implement SSMP • Update collection system risk as new CCTV data is recorded • Update training documentation Opportunities for Improvement • Develop standardized approach to evaluate CCTV and maintenance data • Improve solicitation by public on SSMP • Incorporate findings of ongoing sewer assessment into SSMP when completed • Review frequency of Environmental Compliance Assurance Program ( ECAP) notifications SSMP Changes Since Prior Audit (2015) • Major change : • Procedure established for documenting changes made to the SSMP since the last certification. • Minor changes: • Organization chart in the SSMP document was updated to reflect changes in OCSD structure as well as staff moves and promotions. • Transfer of local sewers to EOCWD was noted. This impacted the length of sewers under the jurisdiction of OCSD. Questions ? OPERATIONS COMMITTEE Meeting Date TOBd.of Dir. 06/07/17 06/2a/17 AGENDA REPORT emNumber Item Number 7 12 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: James Colston, Director of Environmental Services SUBJECT: SEWER SYSTEM MANAGEMENT PLAN UPDATE GENERAL MANAGER'S RECOMMENDATION Approve and file the Orange County Sanitation District's Sewer System Management Plan, dated May 9, 2017. BACKGROUND The Orange County Sanitation District (Sanitation District) Sewer System Management Plan (SSMP) was last approved and filed by the Board of Directors on March 28, 2012. The Sanitary Sewer System Waste Discharge Requirements Order (SSS WDR Order) requires the SSMP to be certified by the enrollee (Sanitation District) every five years. Accordingly, the SSMP was revised with recommendations set forth within the 2015 SSMP Audit Report. Further administrative changes were made to the SSMP when the Environmental Services Department was recently formed. The current edition of the Sanitation District's SSMP is posted on the Sanitation District website for public awareness and transparency. RELEVANT STANDARDS • Comply with sanitary sewer overflow regulations (SSS WDR Order) • Maintain a proactive asset management program • Less than 2.1 sewer spills per 100 miles TIMING CONCERNS Permit requires the Sewer System Management Plan to be certified every five years. RAMIFICATIONS OF NOT TAKING ACTION Non-compliance with the SSS WDR Order. PRIOR COMMITTEE/BOARD ACTIONS December 2015 - Board of Directors received and filed the 2015 Waste Discharge Requirement (WDR)for SSMP Audit Report dated July 31, 2015. Page 1 of 2 March 2012 - Board of Directors approved the SSMP dated March 28, 2012. May 2009 - Board of Directors approved the SSMP dated May 1, 2009. October 2008-Board of Directors received and Tiled the SSMP Compliance Status Report dated September 24, 2008. July 2007 - Board of Directors approved the SSMP Development Plan and Schedule. October 2006 - Board of Directors approved the development and implementation of a compliance program with the Sanitary Sewer System WDR Order. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: • SSMP Volumes I and II (674 pages— provided as separate link/file) • Presentation from 6/7/17 Operations Committee Meeting (provided as attachment to Item No. 11) Page 2 of 2 ADMINISTRATION COMMITTEE Meeting Date TOBd.of Dir. 06/14/17 06/2a/17 AGENDA REPORT emNumber Item Number 2 13 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: FY 2017-18 USE CHARGES FOR SANTA ANA WATERSHED PROJECT AUTHORITY GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 17-10, entitled, "A Resolution of the Board of Directors of Orange County Sanitation District Establishing Use Charges for the 2017-18 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 the Santa Ana Watershed Project Authority (SAWPA) on a quarterly basis for the wastewater discharge we receive from the Santa Ana River Interceptor (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 2017-18 for wastewater discharge are: Flow $175.68 per million gallons of flow BOD $278.96 per thousand pounds TSS $388.99 per thousand pounds The FY 2017-18 rates are a 0.29 percent increase from the FY 2016-17 rates due to a 0.29 percent increase in the treatment and disposal costs in the proposed FY 2017-18 budget. These rates are separate from the rates charged for additional capacity purchases by SAWPA. RELEVANT STANDARDS • Maintain collaborative and cooperative relationships with neighboring agencies • 1996 Treatment and Disposal agreement with SAWPA TIMING CONCERNS Rates should be effective July 191 of FY 2017-18. Page 1 d 2 RAMIFICATIONS OF NOT TAKING ACTION Rates would not be established for FY 2017-18 for cost recovery for treatment and disposal of SAWPA's wastewater discharge. PRIOR COMMITTEE/BOARD ACTIONS These rates are adopted annually in June pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana Watershed Project Authority. FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s)in included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: Resolution No. OCSD 17-10 Page 2 of 2 RESOLUTION NO. OCSD 17-10 A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE COUNTY SANITATION DISTRICT ESTABLISHING USE CHARGES FOR THE 2017-18 FISCAL YEAR PURSUANT TO THE WASTEWATER TREATMENT AND DISPOSAL AGREEMENT WITH THE SANTAANA 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 2017-18 fiscal year charges for Disposal Costs are hereby established as follows: For Flow: $ 175.68 per million gallons of flow For Biochemical Oxygen Demand: $ 278.96 per thousand pounds For Total Suspended Solids: $ 388.99 per thousand pounds OCSD 17-10-1 PASSED AND ADOPTED at a regular meeting of the Board of Directors held June 28, 2017. Gregory C. Sebourn, PLS Board Chairman ATTEST: Kelly A. Lore, CIVIC Clerk of the Board OCSD 17-10-2 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 17-10 was passed and adopted at a regular meeting of said Board on the 281h day of June 2017, 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 2811 day of June 2017. Kelly A. Lore, CIVIC Clerk of the Board of Directors Orange County Sanitation District OCSD 17-10-3 ADMINISTRATION COMMITTEE Meeting Date TOBd.of Dir. 06/14/17 06/28/17 AGENDA REPORT emNumber Item Number 3 14 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 2017-18 GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 17-11 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District Establishing the Annual Appropriations Limit for Fiscal Year 2017-18,forthe Orange County Sanitation 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 Appropriations 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 XIII B, 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 • California Government Code Section 7910 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 2017-18 in accordance with the provisions of Division 9 of Title 1 of the California Government Code. TIMING CONCERNS The proposed one-year budget update, effective July 151 of this year, will be finalized and presented to the Board of Directors 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, 2017. PRIOR COMMITTEE/BOARD ACTIONS Adopted annually in accordance with Government Code Section 7910. FINANCIAL CONSIDERATIONS N/A ATTACHMENTS 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 17-11 Page 2 d 2 RESOLUTION NO. OCSD 17-11 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT ESTABLISHING THE ANNUAL APPROPRIATIONS LIMIT FOR FISCAL YEAR 2017-18 FOR THE ORANGE COUNTY SANITATION 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 2017-18 fiscal year; and, WHEREAS, the Board of Directors wishes to establish the appropriations limit for fiscal year 2017-18 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 2017-18, was available to the public in the Finance Department of said District at least fifteen (15) days prior to this date. OCSD 17-11-1 Section 2. That the appropriations limit for fiscal year 2017-18 for the Orange County Sanitation District, as established in accordance with Section 7902(b) of the California Government Code, is $105,998,787 which sum is within the maximum authorized spending limitation for fiscal year 2017-18. 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 2017-18. Section 4. The determination of the appropriations 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 28, 2017. Gregory C. Sebourn, PLS Chairman of the Board ATTEST: Kelly A. Lore, CIVIC Clerk of the Board OCSD 17-11-2 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 17-11 was passed and adopted at a regular meeting of said Board on the 28th day of June 2017, 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 28th day of June 2017. Kelly A. Lore, CIVIC Clerk of the Board of Directors Orange County Sanitation District OCSD 17-11-3 ADMINISTRATION COMMITTEE Meeting Date TOBd.of Dir. 06/14/17 06/28/17 AGENDA REPORT Item Item Number 4 Is Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Celia Chandler, Director of Human Resources SUBJECT: TEMPORARY EMPLOYMENT SERVICES GENERAL MANAGER'S RECOMMENDATION A. Authorize the General Manager to enter into sole source purchase order contracts with various staffing firms for Temporary Employment Services selected in Specification No. CS-2009421BD for the period July 1, 2017 through June 30, 2018; and B. 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, with no change to the approved total budget, at a total cost not to exceed $1,187,190. BACKGROUND Orange County Sanitation District (Sanitation District) hires temporary workers for a limited duration, through third-party staffing firms, when regular employees are not available to cover for employee absences due to illness, vacation, leave of absence, or unforeseen circumstances such as increased work demands due to regulatory changes. In addition, temporary workers are also used for approved special projects and budgeted capital improvement projects (CIP)that are non-engineering related. The cost of a temporary worker includes the worker's hourly rate in addition to a "mark- up" rate, which is payment to the staffing firm to cover the benefits provided to the temporary worker and overhead costs. The key advantage associated with temporary staffing is flexibility, since temporary workers are used for adjusting staffing levels quickly and for a limited timeframe. Additionally, in May 2014, the Board of Directors approved entering into purchase order contracts for Temporary Employment Services for a one-year period, with four one-year renewal options. The final renewal option will expire during the FY 2017-18, and the Human Resources Department will be soliciting bids to evaluate the list of staffing firms available to provide staffing flexibility and to comply with the Orange County Sanitation District Purchasing Ordinance No. OCSD-47. Page 1 d 3 RELEVANT STANDARDS • Ensure the public's money is wisely spent PROBLEM Annually, the General Manager requests the Board of Directors (Board)approval to enter into agreements with various staffing firms, which could change throughout the year, based on quality of service, caliber of candidates, and competitive rates. The General Manager also requests authorization to identify and select the staffing firms that will be utilized by the Sanitation District moving forward. PROPOSED SOLUTION Authorize the General Manager to identify and select the staffing firms that will be utilized to meet the changing staffing needs of the Sanitation District. For the fiscal year 2017-18, the General Manager has identified a total of 11 staffing firms that are currently utilized by the Sanitation District. The agencies are listed below: 1. Aerotek, Inc.: General Staffing, Engineering, Laboratory 2. AppleOne Employment Services: General Staffing 3. Elwood Tradesmen: Operations and Maintenance 4. Material and Contract Services— Procurement Services Associates: Contract Services 5. On Assignment Staffing Services— Lab Support: Laboratory 6. Procurement Services Associates: Contracts & Purchasing 7. Project Partners: Engineering, Technical Staffing 8. Robert Half, Inc.: General Staffing 9. TEG Staffing: Human Resources 10.TekSystems: Technical Staffing 11.Xvon Business Solutions: Technical Staffing The Sanitation District anticipates utilizing additional staffing firms in the future to meet its organizational needs; therefore, staff is requesting authorization for the General Manager to enter into similar agreements with other staffing firms, as needed. Human Resources staff interviews each staffing firm prior to entering into a purchase order contract for services to ensure administrative requirements are met for doing business with the Sanitation District. Purchasing staff works with the staffing firm to obtain the proper signatures and ensure all requirements are met prior to entering into a purchase order contract with the Sanitation District. The purchase order contract includes information related to work hours, billing rates, invoicing, payment, and confidentiality. Page 2 of 3 TIMING CONCERNS Board approval is necessary to ensure the Sanitation District meets its changing staffing needs and workload demands are met. The current agreements in place expire on June 30, 2017. RAMIFICATIONS OF NOT TAKING ACTION The Sanitation District will not have access to temporary staffing services to offset staffing needs that were not pre-planned during the budget process. PRIOR COMMITTEE/BOARD ACTIONS • October 2016 - Board approved entering into purchase order contracts for Temporary Services with 11 temporary service firms for a total amount not to exceed $814,400. • May 2014 - Board approved entering into purchase order contracts for Temporary Employment Services for a one-year period, with four one-year renewal options. • April 2013 - Board approved entering into purchase order contracts for Temporary Employment Services.May 2012 - Board approved entering into purchase order contracts for Temporary Employment Services. • December 2011 - Board approved an increase in the Temporary Employment Services funding. • June 2011 - Board approved entering into purchase order contracts for Temporary Employment Services. • June 2009 - Board approved entering into purchase order contracts for Temporary Employment Services (Specification No. CS-2009-42113D) with temporary service firms for a total amount of $450,000 per year, for a one-year period, with a one-year renewal option. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance No. OCSD-47. This item has been budgeted in the proposed FY 2017-18 budget update. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: N/A Page 3 of 3 STEERING COMMITTEE Meeting Date Ta Bd.of Dir. 06/28/17 06/28/17 AGENDA REPORT Item Number I em Number 2 16 Orange County Sanitation District FROM: James D. Herberg, General Manager SUBJECT: GENERAL MANAGER'S FY 2016-2017 WORK PLAN YEAR-END UPDATE GENERAL MANAGER'S RECOMMENDATION Receive and File the General Manager's FY 2016-2017 Work Plan Year-End Update. BACKGROUND Each year, the General Manager prepares a work plan of activities supporting the Orange County Sanitation District's (Sanitation District) strategic goals and initiatives to be accomplished during the fiscal year. The General Manager's FY 2016-2017 work plan was reviewed with the Steering Committee in August 2016 and a mid-year update was provided in January 2017. Attached is the update for the General Manager's FY 2016-2017 work plan. RELEVANT STANDARDS • Maintain a culture of improving efficiency • Plan for and execute succession, minimizing vacant position times • Highly qualified, well trained, motivated, and diverse workforce • Biosolids, Odor Control, and Energy Master Plans • Use practical and effective means for recovering energy, wastewater for reuse PRIOR COMMITTEE/BOARD ACTIONS January 2017 - Approval of mid-year update of the General Manager's FY 2016-2017 Work Plan by the Board of Directors. September 2016 - Approval of the General Manager's FY 2016-2017 Work Plan by the Board of Directors. August 2016 - Presented the proposed General Manager's FY 2016-2017 Work Plan to the Steering Committee for review. 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 of 2 CEQA N/A FINANCIAL CONSIDERATIONS All items included in the General Manager's Work Plan are budgeted in the FY 2016-2017 Budget. 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: • General Manager's FY 2016-2017 Work Plan Year-End Update Page 2 of 2 ORANGE COUNTY SANITATION DISTRICT Memorandum June 28, 2017 TO: Chairman and Members of the Board of Directors FROM: James D. Herberg, General Manager SUBJECT: Fiscal Year 2016-2027 General Manager's Work Plan I am pleased to present the year-end report of accomplishments for my Fiscal Year 2016-17 work plan. The work plan includes fifteen goals organized under five focus areas including safety and security, succession planning, resource recovery, reliability, and operational optimization. The work plan was reviewed with the Steering Committee in August 2016 and a mid-year update was provided in January 2017. 1. Safety and Security • Cyber Security Address the top ten longer-term cyber security items/projects. COMPLETE—A Cyber Security awareness program was launched with bi-weekly simulated phishing campaigns and new mandatory training videos for all OCSD staff scheduled quarterly. An additional cyber security analyst was hired to join the team.Staff is working with Microsoft to maximize our ability to respond to security incidents and improve the program's security incident management capabilities.An advanced threat protection tool was deployed for our servers, workstations, and laptops to improve endpoint protection from threats. An assessment of our computer systems was completed by the Department of Homeland Security and a Post Assessment-Report Feedback meeting with the Industrial Control Systems Cyber Emergency Response Team(ICS-CERT) representative was completed.Our information technology and process control teams are addressing the recommended mitigations.The top ten longer-term cyber security items/projects are 90%complete. • Safety Engineering Solutions and Physical Site Security — Retain a contractor to begin addressing the 75 high priority items identified in the Safety Study. Implement outstanding high priority physical site security improvements and conduct training for all employees. IN PROGRESS—A contractor was retained to address the 75 high priority items identified in the Safety Study and the effort to address those items was completed. A new contract was entered into with a Security firm and the transition to the improved site security enhancements was completed in January 2017. Additional security items are being implemented to strengthen the plant physical security. • Voluntary Protection Plan (VPP) Certification— Implement the recommendations from the feasibility analysis report for obtaining VPP certification from California OSHA. IN PROGRESS — The Operations and Maintenance Department is taking the lead on the procurement of a consultant to prepare the feasibility analysis report.A Request for Proposals is scheduled to be released by the end of June 2017. 2. Succession Planning • Labor Negotiations — Complete negotiations with all represented bargaining units and develop a performance based pay structure for unrepresented employees. COMPLETE — Negotiations with all six bargaining units have concluded and the three-year agreements (MOUs) were adopted by the Board of Directors. The performance based pay structure for the Executive Management Team (EMT)and Managers has been implemented. • Employee Engagement— Conduct follow-up actions to address issues identified during the employee engagement survey and the 2015 EMT/Manager leadership training. COMPLETE — Last year, OCSD conducted an Employee Engagement Survey. Based on the results of the survey, each department prepared action plans focusing on its own individualized needs and opportunities.Departments spent the year completing the items on their action plans. Here are some highlights of department accomplishments: • General Managers Office: In an effort to assess the effectiveness of OCSD's internal staff communications, the Public Affairs Office conducted an agency-wide survey. Operations & Maintenance: Improvements to the computerized maintenance management system(Maximo)are underway to address problems identified by staff (see Item 4-Reliability).The sole source procurement process was also streamlined to reduce wait times in procuring parts,and steps were taken to allow supervisors to spend more time in the field with staff by reducing administrative requirements. • Engineering: Launch of"Coffee with the Director of Engineering' which provides an opportunity for staff to hear about the District and Engineering Department from the Director of Engineering and then engage in an open question and answer forum. Page 2 • Administrative Services Department: Identified and implemented new cross training and mentoring opportunities to increase the development opportunities available to staff. • Human Resources: Regularly scheduled all hands meetings and team meetings have provided more opportunities for open team dialogue,brainstorming,and discussions on various topics including Human Resources (HR) processes like recruitment. An all hands training session on "crucial conversations"was completed early in the year to enhance team communication. The team is participating in more events as a group and planning activities. • Environmental Services:The divisions in the newly assembled Environmental Services department updated their mission statements, division strategic plans,and business accountability charters. In addition, to enhance staffs professional development, individual development conversations took place with interested staff and individual development plans were created. • Workforce Planning and Development — Address key vulnerabilities identified in the workforce vulnerability and talent readiness assessments conducted during 2015-16 by implementing focused job shadowing,job assignments,training, and mentoring. Implement streamlined policies and procedures to more quickly fill vacancies and ensure adequate staffing levels. COMPLETE — A streamlined HR recruitment process was implemented resulting in approximately 50 positions being filled in the first 6 months of the fiscal year.The improved recruitment process resulted in a 23% increase in positions filled during FY 16/17 versus FY 15/16.Additionally, HR staff presented further enhancements to the recruitment process to the EMT in June that are intended to further reduce position time-to-fill numbers. The workforce vulnerability and talent readiness assessments were completed. 3. Resource Recovery • Water Recycline—Execute a new agreement with Orange County Water District(OCWD)for the ultimate expansion of the Groundwater Replenishment System(GWRS).Work with OCWD to secure grant funding and complete preliminary engineering and environmental work on the expanded facilities to recycle effluent from OCSD's Treatment Plant No. 2. Page 3 COMPLETE - A new agreement with OCWD for GWRS was executed and OCSD is working cooperatively with OCWD as the lead on several grant funding and low interest loan opportunities.The Effluent Reuse Study was completed in partnership with OCWD.The CEQA documentation for GWRS Final Expansion was prepared by OCWD, the lead agency, and approved by the Board of Directors of both agencies. A design contract was awarded for modification of the Plant No. 2 Headworks and a new Plant Water Pump station is actively being designed to support recycling of Plant No. 2 Effluent. • Research— Present findings and recommendations on Super Critical Water Oxidation to the Board of Directors. COMPLETE — Findings on Super Critical Water Oxidation were presented to the Board of Directors. Staff continue to follow this promising technology that offers many sludge processing benefits. The vendor continues to refine the design in a pilot plant in Spain. Delaying the decision on building an OCSD demonstration plant will allow the vendor to improve the design and incorporate the lessons learned in a new facility if the Board of Directors chooses to go forward. • Monitoring Program— Evaluate the nature and frequency of OCSD's current environmental monitoring for the protection of OCSD's collection system and treatment plants, water recycling, ocean discharge, and biosolids recycling. Prepare a plan based on the future monitoring needs of OCSD. COMPLETE-A comprehensive report of OCSD's current monitoring activities was completed and a draft report about the future monitoring needs of OCSD was completed on June 6,2017. 4. Reliability • Planned Maintenance — Complete a gap analysis and implement measures to fully deploy planned maintenance using Maximo and process improvements to improve reliability. COMPLETE—A Gap Analysis of the Maintenance/Asset Management program was performed and recommendations provided. The report pointed out opportunities to strengthen our program and the implementation of the Enterprise Asset Management tool (Maximo).All of the recommendations have or are being implemented.Some of the key actions taken include: 1) creating a new maintenance division to provide greater focus on asset management; 2) clarifying staff and leadership roles and responsibilities for a planned maintenance environment; 3) empowering field staff through formation of focus feedback teams; Page 4 4) ensuring all assets are in the work management software tool (Maximo); 5) providing greater flexibility in how work is scheduled; 6) providing comprehensive training to all levels; 7) instituting a change management process; and 8) developing a solution for streamlining the incorporation of safety analysis and documents into the work management process. • Civil Assets Maintenance—Implement the operational housekeeping program, and develop a multi-year program for condition assessment and maintenance of civil assets. COMPLETE—The civil asset housekeeping program has been developed,loaded into Maximo, and is being implemented.This includes the regular exercising of process valves and gates and the removal of accumulated grit from basins and structures. Job plans and preventative maintenance tasks have been developed and loaded into Maximo and establish a multi-year program to clean, inspect, and conduct incidental repairs for 182 civil processes and structures between both treatment plants. The civil maintenance team is also actively collaborating with the engineering department on the capital improvement program to conduct corrosion inspections and condition assessments for structures being planned for rehabilitation or replacement. • Operational Resiliency— Present the results of the business continuity plan to the Board of Directors. Identify the most critical functions to keep OCSD operating in the event of a major event. IN PROGRESS—This is a joint effort between the Information Technology (IT) and Human Resources departments. IT deployed business continuity equipment to the backup data center in Nevada and successfully tested the systems. Routine testing of major applications critical to OCSD's operations(JDE,SharePoint, Maximo,etc.)are being planned.The Business Continuity Impact Analysis was completed for the General Manager's Office; Board Services; Public Affairs Office; Human Resources; Financial Management; Contracts, Purchasing, and Materials Management;Planning;Project Management Office;Engineering and Construction; Environmental Compliance;and Environmental Laboratory.We are in the processof selecting a resource that will facilitate our completion of the business continuity plan and for an integrated tool that guides users through each step of the plan development process and facilitates monitoring of that progress. Risk Management and IT drafted a scope of work to retain a consultant to work with staff in identifying critical functions to keep OCSD operating in the event of a major event and have participated in several product and consultant demos. The RFP process will begin before June 30. Page 5 • Seismic—Conduct an updated study of the seismic safety needs of OCSD's Plant Facilities. IN PROGRESS —The seismic study design services contract to identify the safety needs of OCSD's Plant Facilities was recommended to the Board of Directors through the Operations Committee in June. This comprehensive study will help quantify the seismic risk of shaking and liquefaction to aid in the project planning and prioritization process. S. Operational Optimization • Rates—Conduct planning studies including the Odor Control, Biosolids, and Facilities Master Plans to develop updated 20-year cost projections.The outcomes of these studies will be used next fiscal year to complete a rate study to determine the proper allocation of costs among user types and a recommended future rate structure. COMPLETE—The Odor Control Master Plan and the Biosolids Master Plan were completed in May.The Facilities Master Plan 20-year cash flow projection for use in the rate study will be completed in June. The rate study was incorporated into the Facilities Master Plan so that iterative optimization of the plan and rate recommendation could be done by the same team. • OCSD Headquarters Buildin¢— Study site location options and make final site selection to begin preparing environmental documentation to comply with CEQA. COMPLETE—The Sanitation District purchased two acres of property across Ellis Avenue in February 2017 and designated that site as the preferred alternative for its new headquarters complex.This designation, as the preferred site,is the basis of an on-going CEQA study. Page 6 FC-1 Orange County Sanitation District Financing Corporation BOARD MEETING MINUTES September 28, 2016 4�JNjy SAN11gTjQy Q ? ¢ ea 0 1 90r C� p ����• F�l�N HE Administration Building 10844 Ellis Avenue Fountain Valley, California 92708-7018 09/28/2016 Minutes of Financing Corporation Meeting Page 1 of 3 ORANGE COUNTY SANITATION DISTRICT FINANCING CORPORATION CALL TO ORDER: Chair Nielsen called the Board of Directors, Orange County Sanitation District Financing Corporation meeting to order at 7:12 p.m. The Deputy Secretary of the Financing Corporation, Tina Knapp declared a quorum present as follows: ACTIVE DIRECTORS ALTERNATE DIRECTORS X John Nielsen, Chair Allan Bernstein X Gregory Sebourn, Vice Chair Doug Chaffee X Tom Beamish Tim Shaw X Steven Choi Lynn Schott X Keith Curry Scott Peotter X Ellery Deaton Sandra Massa-Lavitt X Joy Neugebauer Al Krippner X James M. Ferryman Bob Ooten X Steven Jones Kris Beard Jim Katapodis X Erik Peterson X Robert Kiley Michael Beverage X Peter Kim Michele Steggell X Lucille Kring James Vanderbilt X Greg Mills Diana Fascenelli X Richard Murphy Shelley Hasselbrink Steve Nagel X Cheryl Brothers X Glenn Parker Cecilia Hupp X David Shawver Carol Warren X Fred Smith Virginia Vaughn X Teresa Smith Mark Murphy X Michelle Steel Shawn Nelson X Sal Tinajero David Benavides X Chad Wanke Constance Underhill X John Withers Douglas Reinhart X Mariellen Yarc Stacy Berry The Deputy 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 Meeting; there is no additional compensation for the Financing Corporation Meeting. 09/28/2016 Minutes of Financing Corporation Meeting Page 2 of 3 APPROVAL OF MINUTES: FC-1. Hearing no corrections or amendments made, the minutes for the meeting held on February 24, 2016 were deemed approved as so ordered by the Chair. ACTION ITEM: Director of Finance &Administrative Services Lorenzo Tyner provided an overview of this item, indicating it was related to Item 20 on the agenda for the Board of Directors meeting, and answered a question regarding rates. FC-2. MOVED, SECONDED, AND DULY CARRIED TO: Adopt Resolution No. FC-25 entitled; "A Resolution of the Board of Directors of the Orange County Sanitation District Financing Corporation Authorizing the execution and delivery by the Corporation of an Installment Purchase Agreement and a Trust Agreement in connection with the execution and delivery of Orange County Sanitation District Wastewater Refunding Revenue Certificate Anticipation Notes, Series 2016B, Authorizing the execution and delivery of such notes evidencing principal in an aggregate amount of not to exceed $120,000,000 and Authorizing the execution of other necessary documents and related actions." AYES: Beamish; Brothers (Alternate); Choi; Curry; Deaton; Ferryman; Jones; Kiley; Kring; Mills; R. Murphy; Neugebauer; Nielsen; Parker; Peterson (Alternate); Sebourn; Shawver; F. Smith; T. Smith; Steel; Tinajero; Wanks; Withers; and Yarc NOES: None ABSTENTIONS: Kim ABSENT: None Chair Nielsen adjourned the meeting of the Board of Directors, Orange County Sanitation District Financing Corporation at 7:15 p.m. Tina Knapp Deputy Secretary of the Financing Corporation 09/28/2016 Minutes of Financing Corporation Meeting Page 3 of 3 BOARD OF DIRECTORS Meeting Date TOBd.ofDir. -- 06/28/17 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. SUMMARY 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, 2017, 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 2016-17 Fiscal Year and no new money debt issuances are planned for the 2017-18 Fiscal Year. A summary of the Sanitation District debt history is provided later in this agenda report. 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: 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. $9 Million Outstanding In May 2010, the Sanitation District issued $80.0 million of fixed rate BABs, Series 2010A at a true interest cost of 3.68 percent for the issue. $80 Million Outstanding Page 1 of 2 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 $147.595 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. $96 Million Outstanding In March 2012, the Sanitation District issued $100.645 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 August 2012, the Sanitation District issued $66.395 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 $85.090 million of fixed rate COPS, Series 2014A, refunding a portion of Series 2007B debt. The true interest cost for the issue is 2.34 percent. $85 Million Outstanding In February 2015, the Sanitation District issued $127.510 million of fixed rate COPS, Series 2015A, refunding $152,990,000 of the Series 2007B debt. The true interest cost for the issue is 3.30 percent. $128 Million Outstanding In March 2016, the Sanitation District issued $145.880 million of fixed rate 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 $109.875 million of fixed rate CANS, Series 2016B, refunding the Series 2014B CANS. The true interest cost for the issue is 0.8 percent. $110 Million Outstanding In February 2017, the Sanitation District issued $66.37 million of fixed rate COPS, Series 2017A, refunding $91.885 million of the Series 2007A debt. The true interest cost for this issue is 2.55 percent. $63 Million Outstanding BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A Page 2 of 2 BOARD OF DIRECTORS Meeting Date ToBd.ofDir. -- 06/2a/17 AGENDA REPORT IternNamber Iem1umber v Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: AGREEMENTS WITH ORANGE COUNTY TRANSPORTATION AUTHORITY FOR INTERSTATE 405 SEWER CROSSINGS GENERAL MANAGER'S RECOMMENDATION Approve eight Utility Agreements with the Orange County Transportation Authority agreeing to define specific terms, conditions, and funding obligations regarding the relocation, reconstruction, and protection of the regional sewers located along Interstate 405 Freeway to accommodate the Interstate 405 Improvement Project. BACKGROUND In partnership with the California Department of Transportation (Caltrans), the Orange County Transportation Authority (OCTA) proposes a project, Interstate 405 Improvement Project (OCTA Project), to widen Interstate 405 between State Route 73 and Interstate 605. Multiple Orange County Sanitation District (Sanitation District) sewers and structures, both inside and outside of Plant No. 1, will conflict with the OCTA Project and will require modifications and/or relocations. The OCTA Project will also construct an on-ramp to the southbound Interstate 405 beginning at Ellis Avenue in Fountain Valley near the Sanitation District's Plant No. 1 entrance. RELEVANT STANDARDS • Maintain collaborative and cooperative relationships with neighboring agencies • Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting • Protection of Orange County Sanitation District assets PROBLEM The OCTA Project includes 22 locations along Interstate 405 where Sanitation District sewers are impacted, and will require relocation, reconstruction, or protection of existing Sanitation District sewers within the OCTA Project construction limits. Page 1 of 3 PROPOSED SOLUTION The Sanitation District will enter into eight Utility Agreements with OCTA accepting the following terms: • OCTA to fund the relocation, reconstruction, and protection of multiple Sanitation District sewers crossing Interstate 405. • OCTA to reimburse Sanitation District staff costs to review and approve design. • OCTA to reimburse Sanitation District staff costs to inspect and accept construction work. • OCTA to reimburse Sanitation District for preliminary utility coordination and preparation of utility agreements. TIMING CONCERNS OCTA awarded a Design-Build contract in November 2016 and issued Notice to Proceed 1 in January 2017 to develop a baseline schedule and initiate preliminary design tasks. OCTA is scheduled to issue Notice to Proceed 2 in July 2017 to initiate design activities and looks to the Sanitation District to maintain their schedule. These agreements commit the Sanitation District to review OCTA design submittals and inspect construction work to its facilities within OCTA's schedule. RAMIFICATIONS OF NOT ACTING OCTA's schedule will be delayed if terms for reviewing and inspecting OCTA's modifications and protection methods of Sanitation District facilities are not agreed upon. PRIOR COMMITTEE/BOARD ACTIONS August 2016 -Approved Cooperative Agreement No. C-6-0979 between OCTA and the Sanitation District. ADDITIONAL INFORMATION Working together through monthly meetings, the OCTA and the Sanitation District have discussed the impacts to the Sanitation District sewer and plant facilities. To address these impacts and establish terms, both agencies have agreed to enter into agreements. In August 2016, Cooperative Agreement No. C-6-0979 was approved by the Sanitation District Board of Directors accepting OCTA's proposal to relocate the Plant No. 1 Ellis Avenue entrance, and to modify and relocate onsite Plant No. 1 utilities at the current entrance location. The Cooperative Agreement included the following terms: • OCTA to fund the design and construction of the new interim entrance and relocate utilities at the current Ellis Avenue entrance. • Sanitation District to review and approve the new interim entrance design and utility relocation plans. Page 2 d 3 • Sanitation District to inspect and accept new interim entrance construction and utility relocations. • OCTA to reimburse the Sanitation District up to $470,000 for staff time related to new interim entrance design and construction. • Additional modifications for final entrance design and construction and OCTA's acquisition of temporary and permanent property rights to be addressed by the Property Acquisition Agreement. Staff continues to negotiate with OCTA to find the best technical, long-term solution, and help offset cost impacts to changes that are attributable to the OCTA Project. CEQA Caltrans and OCTA have prepared and finalized the environmental documents for the OCTA Project including relocation, reconstruction, and protection of Sanitation District Plant sewers. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance No. OCSD-47. The funds will be allocated from a new project proposed for the FY 2017-18 budget: Project 3-66, Interstate 405 Widening Project Impacts on OCSD Sewers, FY 2017-18 Budget Update, Appendix A-11. However, these funds will be reimbursed to the Sanitation District by OCTA. ATTACHMENTS The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Utility Agreement No. UK201034 • Utility Agreement No. UK201098 • Utility Agreement No. UK201104 • Utility Agreement No. UK201113 • Utility Agreement No. UK204405 • Utility Agreement No. UK204406 • Utility Agreement No. UK204650 • Utility Agreement No. UK208098 RD:sa:gc Page 3 of 3 Page 1 of 9 ORANGE COUNTY TRANSPORTATION AUTHORITY UTILITY AGREEMENT District COUNTY ROUTE POST MILE EA PROJECT ID 12 Orange I-405 9.3-24.2 12-OH1000 1200000180 FEDERAL AID NUMBER OWNER'S PLAN NUMBER N/A N/A FEDERAL PARTICIPATION On the project ® YES ❑ NO On the Utilities ❑ YES ® NO UTILITY AGREEMENT NO. UK201034 DATE This Utility Agreement ("Agreement") is dated 2017 and is between the Orange County Transportation Authority("Authority")and the Orange County Sanitation District("Sanitation District"), which are sometimes referred to individually in this Agreement as a"party"or together as the "parties." The Authority in cooperation with the California Department of Transportation("Caltrans") is proposing to improve Interstate 405 between State Route 73 and Interstate 605 (the"Project"). The Authority and Caltrans have entered into Cooperative Agreement No. 12-697 relating to the Project under which Caltrans will provide Project oversight, the Authority will perform construction, and upon completion of the Project, Caltrans will continue to own and maintain the Interstate 405. The Sanitation District owns,operates, and maintains a regional sewerage system, including the sewerage facilities described in Exhibit A(the"Facilities"). The Facilities are within the limits of the Project. In order to accommodate the Project, the Facilities must be modified by way of relocation or extended encasement(each a"Modification"). Any Modification plan must be approved by the Sanitation District prior to construction, and any Modification construction must be inspected by the Sanitation District. During construction of a Modification,temporary diversion of flow within the Facilities may be necessary to provide for the safe operation of the Sanitation District's sewerage system. The Authority and the Sanitation District intend by this Agreement to provide for the conditions under which the Authority may modify the Sanitation District's Facilities,and the Authority's payment to the Sanitation District of the Sanitation District's costs related to the Modification. Authority and Sanitation District therefore agree as follows: 1. MODIFICATION WORK. a. Facility Modification. In accordance with the Relocation Claim Letter attached as Exhibit A dated March 10,2015, the Authority may modify the Sanitation District's Facilities as generally shown on the Authority's preliminary engineering plans for the improvement of Interstate 405, EA 12-0111000, subject to the written approval by the Sanitation District's General Manager(or his 4851b 14-Mll 49190819A UTILITY AGREEMENT(Cont.) Par,z of9 UTILITY AGREEMENT NO. UK201034 designee) ("General Manager") of the final engineering plans and specifications (the"Plans'). b. Sanitation District's Approval of Plans. The Sanitation District's General Manager shall review the Plans, and will have sole discretion to and approve the Plans. It is anticipated by both parties that multiple reviews may be required for design approval. The Sanitation District shall make commercially reasonable efforts to review and provide any comments back to Authority within 30 days. The Sanitation District agrees not to unreasonably withhold its approval of Authority's design. Additionally, the Sanitation District agrees to provide a written notice requesting a review period extension in the event its review will extend beyond 30 calendar days. C. Deviation from Plans. Any deviations from the Plans must be proposed by the Authority under a Revised Notice to Owner. The Authority shall not commence any Modification work that deviates from the Plans prior to the Sanitation District's approval of the Revised Notice to Owner,which approval is subject to the Sanitation District's General Manager's sole discretion. The Sanitation District will use commercially reasonable efforts to review and approve revisions to the Plans within four weeks after their delivery to the Sanitation District and written acknowledgment of receipt. If additional time is required, Sanitation District shall provide Authority with a written notice identifying the additional time requested. d. Notification of Construction;Access. Authority shall advise the Sanitation District of the anticipated dates of construction of the Modification at least 30 days prior to the date of construction. The Sanitation District shall at all times have access to its Facilities, and the Authority and its contractor shall not restrict or obstruct the Sanitation District's access to the Facilities at any time. e. Ownership and Maintenance. Upon completion of the Modification work by the Authority, and the Sanitation District's final inspection and approval of the Modification, the Sanitation District shall accept ownership and maintenance of the modified Facilities. f. Property Rights Acquisition.Nothing in this Agreement is intended to waive or limit the Sanitation District's right to just compensation for all Project-related uses of the Sanitation District's real or personal property. The Authority shall acquire any necessary property rights from the Sanitation District in accordance with state and federal law prior to undertaking construction of the Modification. 4851b 14-Mll 49190819A UTILITY AGREEMENT(Cont.) PaW 3 of9 UTILITY AGREEMENT NO. UK201034 2. SANITATION DISTRICT'S COSTS. a. The Facilities are lawfully maintained in their present location and qualify for relocation or other Modification at Caltrans's expense under the provisions of Section 703 of the Streets and Highways Code. b. The Authority assumes all costs associated with the Modification, including Sanitation District's costs of plan review,inspection,and flow diversion. The Sanitation District does not benefit from the Project and therefore will have no liability for any costs arising out of or relating to any Modification of the Facilities under or in connection with this Agreement. C. The Sanitation District estimates that the cost of the Sanitation District's work under this Agreement will be$44,271.38 ("Estimated Sanitation District Costs"). 3. SANITATION DISTRICT'S INSPECTIONS AND DIVERSIONS. a. Sanitation District Inspection. The Sanitation District may inspect(and the Authority shall provide the Sanitation District with access to)any phase of the Modification work for the purpose of the Sanitation District's inspection to ensure that the work is in accordance with the specifications contained in the Plans and any related construction contract. The Sanitation District shall direct all questions regarding the Modification work to Authority's Resident Engineer for his or her evaluation and recommended disposition. b. Diversions. Upon the Authority's request, the Sanitation District's engineers shall analyze potential sewer diversion impacts using the Sanitation District's hydraulic model. Upon request and the Sanitation District's approval following the diversion analysis described in the prior sentence, the Sanitation District's field crew staff shall implement and monitor the temporary diversion, and then remove the diversion. C. Public Work. Inspections and field work described above in this Section 3 and performed by Sanitation District employees fall within the exception of Labor Code Section 1720(a)(1) and do not constitute a public work under Section 1720(a)(2)and are not subject to prevailing wages. 4. AUTHORITY'S PAYMENT FOR SANITATION DISTRICT COSTS. a. The Authority shall construct the Modifications at no cost to the Sanitation District and shall pay Sanitation District for its Actual Costs (as defined in this section)of 4851b 14-Mll 49190819A UTILITY AGREEMENT(Cont.) PaW4 of9 UTILITY AGREEMENT NO. UK201034 (1) Administration of this Agreement (including planning,coordination, and communication with the Authority) and review and approval of the Plans (and any revisions to the Plans); (2) Inspection of the Modification construction; and (3) Analyzing,planning and implementing any sewer diversions necessitated by the Modification. b. "Actual Costs"means the total fully-burdened salaries,wages, and equipment costs including overhead and administration. C. It is understood and agreed that Authority will not pay for any betterment or increase in capacity of Sanitation District's facilities as part of this Agreement, and that any request by Sanitation District for changes in the Plans that involve any such betterment or increase in capacity shall, if Authority accepts such proposed changes,be paid for solely by Sanitation District. d. The Sanitation District shall not use any out-of-state personnel(or personnel requiring lodging and meal "per diem"expenses)for its plan review, inspection, or diversion work under this Agreement. e. All costs incurred by the Sanitation District as a result of the Authority's request of March 10, 2015 to review, study and/or prepare relocation plans and estimates for the Project may be billed pursuant to the terms and conditions of this Agreement. f. Billing Procedure. (1) Progress Bills. Not more frequently than once a month,but at least quarterly, Sanitation District will prepare and submit progress bills itemized for costs incurred not to exceed Sanitation District's recorded costs. The Sanitation District's itemized progress bill must be signed by an authorized official and prepared on the Sanitation District's letterhead, compiled on the basis of Actual Costs incurred and charged or allocated to the Modification in accordance with the policies of the Sanitation District that conform to the accounting principles generally accepted in the United States of America(GAAP) as applicable to governments. (2) Progress Payments. The Authority shall pay the Sanitation District within 45 days after receipt of the Sanitation District's progress bills. Payment of progress bills not to exceed 125%of the Estimated Sanitation District Costs maybe made under the terms of this Agreement. The Authority shall pay progress bills that exceed 125%of the Estimated Sanitation 4851b 14-Mll 49190819A UTILITY AGREEMENT(Cont.) raW 5 uf9 UTILITY AGREEMENT NO. UK201034 District Costs only upon receipt and approval by Authority of documentation supporting the cost increase and after an amendment to this Agreement has been executed by the parties to this Agreement. (3) Sanitation District shall submit a final bill to Authority within 365 days after the completion of the Sanitation District's acceptance of the Modification described in Section 1. If Authority has not received a final bill within 365 days after notification of completion of the Modification, and Authority has delivered to Sanitation District fully executed Director's Deeds, Consents to Common Use or Joint Use Agreements for Sanitation District's facilities (if required),then Authority shall provide written notification to Sanitation District of its intent to close its file within 30 days. All remaining costs will be deemed to have been abandoned if not submitted to Authority for payment prior to such closure of the file. If Authority processes a final bill for payment first received from Sanitation District after closure of the file,payment of the late bill may be subject to allocation and/or approval by the Authority's Board of Directors. (4) The final billing must be in the form of an itemized statement of the total costs charged to the Project, less the credits provided for in this Agreement, and less any amounts covered by progress billings. However, Authority shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the Sanitation District and approval of that documentation by Authority. However, if the final bill exceeds the Sanitation District's estimated costs solely as the result of a revised Notice to Owner,then a copy of that revised Notice to Owner will suffice as documentation. In either case,payment of the amount over the Estimated Sanitation District's Cost may be subject to allocation and/or approval by the Authority Board of Directors. g. If the Parties anticipate that the Sanitation District's costs will exceed 125% of the Estimated Sanitation District Costs,then the parties shall negotiate in good faith an amendment to this Agreement prior to the payment of the Sanitation District's final bill. Any and all increases in costs that are the direct result of deviations from the work described in Section 1 of this Agreement shall have the prior concurrence of Authority and Sanitation District. h. Sanitation District shall retain detailed billing records for a period of three years from the date of the final payment, and will make the records available for audit by Authority, State and/or Federal auditors. The Sanitation District currently complies with State law applicable to sanitation districts and generally accepted accounting principles,which are generally consistent with existing Federal 4851b 14-Mll 49190819A UTILITY AGREEMENT(Cont.) PaW 6 of9 UTILITY AGREEMENT NO. UK201034 regulations. Upon notice from the Authority, the Sanitation District shall comply with any additional Federal regulations identified by the Authority as applicable to the Sanitation District's actions in connection with the Project under this agreement. 5. TERMINATION. If Authority's Project is canceled or modified so as to eliminate the need for the Modification, then the Authority will notify the Sanitation District in writing and any party may terminate this Agreement at any time prior to the commencement of construction of the Modification by providing 30 days written notice to the other party. The Authority shall pay the Sanitation District for all costs incurred up to the date of termination. The billing procedures in Section 5 shall survive the termination of this Agreement. 6. INSURANCE. The Authority shall incorporate within the contract documents for the Project a requirement for the contractor to obtain and keep in full force and effect throughout the life of the Project insurance naming the Sanitation District as an additional insured and in compliance with all insurance requirements in Exhibit B. 7. INDEMNITY. a. The Authority shall be responsible for all costs, expenses, losses,fines,penalties, civil administrative liabilities, and liabilities relating to the construction of any Modification, and shall indemnify, defend, and hold harmless the Sanitation District, its directors, officers, agents, and employees, from all claims, demands, actions,costs (including attorneys fees), liabilities, losses, damages,including claims for personal injury(including death) or property damages,penalties, fines, administrative civil liabilities, and/or remediation costs arising from or in any way associated with the following: (1) Construction of any Modification, including but not limited to trenching, backfill work above the pipe zone, and pavement work; (2) Any overflows or spills of wastewater arising out of or relating to the constmction of any Modification; and (3) Any claims for sewer capacity by any former discharger to the Facilities that are impacted by any Modification. b. This indemnity provision will survive the termination of this Agreement. 4851b 14-Mll 49190819A UTILITY AGREEMENT(Cont.) PaW r of9 UTILITY AGREEMENT NO. UK201034 8. GENERAL PROVISIONS. a. This Agreement contains the entire agreement between the parties concerning the Modification, except with respect to compensation for the Authority's use of any of the Sanitation District's property rights. Any amendment to this Agreement must be in a writing executed by both parties. b. Each party has participated in negotiating and drafting this Agreement, so if an ambiguity or a question of intent or interpretation arises, this Agreement is to be construed as if the parties had drafted it jointly. C. A waiver of any breach of any provision of this Agreement or of any failure to comply with any requirement of this Agreement will not be deemed a waiver of any other provision or requirement of this Agreement, and no waiver will be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act will not be deemed an extension of time for performance of any other obligation or act d. Authority represents and warrants that no federal or California state funds will be used to pay Sanitation District under this Agreement. Sanitation District represents and warrants that it will not use federal or California state funds in order to perform any of its obligations under this Agreement. The Parties agree that they shall not seek or obtain payment or reimbursement from Caltrans for any work, cost, expense, fee, obligation or liability that arises under this Agreement. e. This Agreement will be executed in duplicate originals, one of which will be retained by each party. f. This Agreement will inure to the benefit of and will be binding upon the parties and their respective successors and assigns. g. This Agreement will be governed and construed in accordance with California law. h. Each party shall execute and deliver any instruments, and to perform any actions that may be necessary,or reasonably requested, in order to give full effect to this Agreement. i. The Sanitation District hereby delegates to its General Manager the authority to approve any deviations from the Plans, in his sole and absolute discretion, as contemplated in section I.e. 4851b 14-Mll 49190819A UTILITY AGREEMENT(Cont.) Page 8 uf9 UTILITY AGREEMENT NO. UK201034 j. All notices or other communication must be in writing and be personally served or delivered by United States mail, or nationally-recognized overnight carrier addressed as follows,with a courtesy copy by email: Sanitation District: Authority: Orange County Sanitation District Orange County Transportation Authority 10844 Ellis Avenue 550 South Main Street Fountain Valley,CA 92708 P.O. Box 14184 Orange,CA 92863-1584 Mr. Rob Thompson Attn: Mr. Dennis Mak Director of Engineering Principal Contract Administrator Email: RThomnsonna,ocsd.com Email: DMakna,octa.net Tel: 714-593-7310 Tel: 714-560-5446 Any party may,by notice to the others, designate a different address for notices which will be substituted for that specified above. Any notice given as provided in this section will be deemed to have been received, if personally served, as of the date and time of service, or if deposited in the mail as provided above, forty- eight(48)hours after deposit in the mail. Signatures on Following Page 4851b 14-Mll 49190819A UTILITY AGREEMENT(Cont.) Peg°9°f9 UTILITY AGREEMENT NO. UK201034 SIGNATURE PAGE TO UTILITY AGREEMENT NO. UK201034 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates below. ORANGE COUNTY SANITATION ORANGE COUNTY DISTRICT TRANSPORTATION AUTHORITY, a public entity APPROVED APPROVED By: By: Gregory C. Seboum, PLS Jim Beil Board Chair Executive Director, Capital Programs Date: Date: APPROVED AS TO FORM: APPROVED AS TO FORM: Lewis Brisbois Bisgaard& Smith, LLP By: By: Claire Hervey Collins Rick Rayl Special Counsel Special Counsel 4851b 14-Mll 49190819A Exhibit A Relocation Claim Letter 49190819a2 17 rm liT 50 March 10,2015 - i_ MIRO OF DIRECTORS J [� JeYrtYfalbwfi' �1C�(�a�^�l i(^I' ill) Cha4man OCSD tarn 10844 Ellis Avenue u cna; lissA.Barlkll Fountain Valley,CA 92708 DvecM Attention: Mr. Rudy Davila Ia Project Manager M " Subject: 1405 Improvement Project(EA-0H7000) sreve.k,w_c Relocation Claim Letter/Utility Conflicts - k, Utility ID No.OCSD1034 'rtl°Ka1apo°h Dear Mr. Davila: Q W lk. The Orange County Transportation Authority(OCTA)in cooperation with Caltrans, proposes to improve the Interstate 405 (1405) from I-605 to SR-73. The environmentally selected P1k, alternative includes reconfiguration of interchanges, intersections widening the freeway for general purpose lanes and re-striping various locations along the corridor. It is anticipated that a. lW the environmental approval will take place this summer while OCTA continues the process of advancing preliminary engineering for utilities. ay aw prxWlW Enclosed are two preliminary maps covering OCSD conflict areas of the proposed 1-405 ' k, Project. io0°s0'� Your Company's facilities are within the proposed project area and may be affected b planned LVxIW P Po P J Y Y construction. These plans are for your use in: nahcaksreel N IW (1) Verifying your existing facilities as shown on the plans M.rsr (2) Completing your Conceptual Preliminary Relocation Plans ore v (3) Identifying related easement requirements Ew Uy W (4) Developing your claim of liability LNttIW cre9WyT wm' w This is a freeway and all rights of access will be restricted. If the OCTA is liable for any portion of your relocation costs, and if a consulting engineer will prepare any of your plans, a copy of x cffi theproposed a reement with our consultant must be famished to this office as soon as E=-olruv mmP,wW ig Y possible. Employment of consultant for a fee based on a percentage of the relocation cost is not acceptable. If desired, an example of a typical consultant agreement, along with the CH1EFEZEWTWQFTICE Certification of Consultant,will be furnished upon your request. cr�lE.�r�ar� It is the intent of the project to replace property rights"in kind"to existing terms. If easements are required to relocate your facilities, please delineate your needs on the plans. This information is necessary as soon as possible so your replacement easements can be planned for by the OCTA along with other lands required for this project. You may submit your easement requirements ahead of your overall conceptual preliminary relocation plans. Please submit the following information for review so a Preliminary Draft Utility Agreement can be prepared: O nge County Trensportafion Authonfy 5505 with Main Streef/P.O.Box 14184 1 Orange/Californla 9280 1581/(714)560-OCTA(62a2) Page 2 I. Two sets of your conceptual preliminary relocation plans with related easement requirements, if any,and any changes to the existing facilities as shown on the State's preliminary plans. 8/f a5 2. The date your existing facilities were installed. �6i NO 3. Your occupancy rights for installation: vvwrp od5rF- A. Fee-owned land .r.107 B. Easement(recorded) C. Easement(unrecorded) D. Prescriptive right E. Joint Use Agreement(JUA)or Consent to Common Use Agreement(CCUA) y of F. Franchise _ G. State Permit E ,W-,rW1 H. County Permit ��� 1. City Permit J. Joint Pole Agreement K. Other(explain) Please provide a copy of your documentation to support your occupancy rights claim for A, B, C, D,or E above, 4. An itemized estimate of cost for the preparation of your conceptual preliminary relocation design so a Design based utility agreement can be prepared. 5. Your work will be performed by: A. Own forces B. Continuing contractor C. Competitive bid contract 6. Your liability claim: OCTA O fl % OCSD % The Project is currently scheduled for construction start in the summer of 2017. Please submit your information to me by no later than April 10,2015. If you have any questions or require additional information,please feel free to contact me at(714)560-5406. Your Cooperation is greatly appreciated. Sincerely, M.Joseph oo sol n OCTA Project Manager Enclosures: 1) Conflict Maps) WTAL Ole1 "ORTY ROYlE 'aw PROJECT 5 Np i 5MEE15 12 Ora 22,405 PO.6/RO.l�PO.1/R1.O IMPPPlEMENi ��® IRATE 9 PROJECT �/��/��r REGISTERED CI;UATE IXEEP RATE ., OCTA MV*a PL<N5 1PPROVCI VIK MIxO'ra=iesamrs ORANGE COUNTY TRANSPORTATION MIIHORITY 550 SWTH WIN STREET Q Fl ORANGE, CA 93063 m � 9 Exist R/W III > w w za / II z o x NaLdl / � Y '\ Orx M R -I` \ 6 I u DO N - [X1O o SB cx<m0 ROUTE 405 "* R .V ssm cx aO6z E"-[Os �✓ EI 6XP x I R dd M x-zM o m o a _ iDEERE NB ROUTE 405 _.. - f om P cx 6060 ........ N OVs C , II6ER OPi f aw W P --, N w Z DO aaio 'L IVT`COnE° . T _�� - �_'T -_II : _ ft '�i W e i �x m . �` / t L i RE ,; `11 , vz CCFE os6 a �✓ O " oy�'P��` -'�J � ✓ V o / x � .x % yy' Exist w UTILITY i/ � ` , �' � U -27 SCALE: 1' =100' ononrn nc� onnorn v.,.am.. ISERN.WE =>$USER pELAi1VE BORDER SCALE 0 3 IINIT 9P9G PPI I[pT NIIIIPFP A. PNACF MIAOOOOiRRRI Ois1 COUNTY PWTE TOT<LT PPOJECi 6NNMT 5 EEiS 12 Ora 22F405 Ros/Roo,RG.TmI.o ® IYPIWEYFWf C�i Izams PROJECT �/�/(/��'�/�� REGISTERED CIVIL ENGINEER DATE PV OCTA ��r/ i PLANS APPROVAL DATE NE 5!<IE LG fn[/fMw/A Pv/..Off/.CAS i FgCIVI pnGiw.1 [.WTYF[!��PSS�a Gf1 O •,4� M^/CS 0,/x/5 Msv sv 1 ORANGE COUNTY TRANSPORTATION AUTHORITY 550 5TX MAIN STREET ORANGEW. CA 92863 l - 0 ExisylY/W N fi J � h N / V RERIMETER m Ex Gt R/W - aw ,_ v� w rY'1 Ao N —.tv—__.tv _ __ _tv_- —__ tv— SEAL BEACH Blvd ' CITY SEM�6EAC of 8 T 6 45 4 ���/ e e 1 iR AwC. r/ x.z` vc vz co t EG „ a UTILITY � U -28 SCALE: I '=100' onnn�o _ « „„ USEPXAME v>sUSEN REL<TIVE ..R.. SCALC 0 2 1 UNIT 1G., PFO.IFIT NI IIIYLM F. C4ACL IIMMMOOM Exhibit B Insurance Provisions 491"819.d EXHIBIT B Insurance Requirements 1. The Authority shall be the lead agency under the California Environment Quality Act of 1970, California Public Resources Code § 21000 et seq. (CEQA), as amended, for the Project. 2. The Authority shall award a construction contract for the Project to a contractor appropriately registered and licensed to practice in the State of California, including with respect to performance and implementation of the work ("Contractor"). 3. The Authority shall be responsible for the award and administration and performance of the contract, including supervising the implementation of the Project and the Contractor's performance in accordance with the requirements,provisions and restrictions of the contract. The Authority shall diligently proceed with the contract award and Project commencement promptly following the execution of this Agreement. 4. The Authority shall incorporate within the contract documents for the Project a requirement for the Contractor to obtain and keep in fall force and effect throughout the life of the Project, for the mutual benefit of the Sanitation District and the Authority, a policy or policies of comprehensive,broad form, commercial general liability insurance written on ISO from CG 00 01, or a substitute form providing liability coverage at least as broad in the amount of$3,000,000 limit per occurrence with a$3,000,000 aggregate and automobile insurance against claims and liabilities for activities of the Contractor in the amount of$1,000,000 (combined single limit per occurrence). (A) The policy or policies will time the Sanitation District and their respective elected and appointed officials, officers, agents and employees as additional insureds using ISO form CG 2010 or CG 2033, or a form at least as broad and shall, additionally, contain language providing for waiver of subrogation. The policy or policies will include a primary and non-contributory endorsement using ISO form CG 20 0104 13, or a form at least as broad, evidencing that the policies are primary and noncontributing with any insurance or self-insurance that may be carried by the Sanitation District or other third parties, and that said insurance may not be canceled or materially changed except upon thirty(30) days written notice to the Authority and the Sanitation District. The policy or policies shall include a Products and Completed Operations endorsement using ISO form GC 2027(ed. 10/01) or a form at least as broad. (B) The Authority shall also require that workers' compensation benefits are secured by the Contractor as required by law, and provide an endorsement waiving all rights of subrogation against the Parties to this Agreement with regard to any workers' compensation claims, including any such claims against the Sanitation District. (C) Prior to the issuance of the Notice to Proceed to the Contractor,the Authority shall provide the Sanitation District with policies and endorsements naming the 4818-0 17-7"L1 Sanitation District as an additional insured for the general liability and automobile liability policies described above. (D) In addition, the Authority shall require its Contractor to obtain pollution liability insurance written on a claims-made or occurrence basis,that covers losses related to the release or the threatened release of pollutants into the environment arising out of or resulting from the Contractor's performance of the Project. The minimum limits of Pollution Liability shall be $2 million per occurrence/$2 million policy aggregate. When this coverage is provided under endorsement to the general liability policy, the $2 million per occurrence must be a sub-limit. The pollution liability policy shall also contain an Additional Insured endorsement and a primary and non-contributory endorsement naming the Parties to this Agreement. (E) If the Contractor maintains higher limits than any minimums above, the Sanitation District will be entitled to coverage for the higher limits maintained by the Contractor. 5. The Authority shall require that any and all labor and materials bonds and performance bonds required to be supplied by the Contractor for the Project shall include the Sanitation District as a named obligee, and Authority shall not release any bonds unless and until the Authority has determined, and the Sanitation District has concurred in writing, that the Modification has been successfully completed without damage or impact to Sanitation District facilities or operations. 4818-0 17-7 I.I Page 1 of9 ORANGE COUNTY TRANSPORTATION AUTHORITY UTILITY AGREEMENT District COUNTY ROUTE POST MILE EA PROJECT ID 12 Orange I-405 9.3-24.2 12-OH1000 1200000180 FEDERAL AID NUMBER OWNER'S PLAN NUMBER N/A N/A FEDERAL PARTICIPATION On the project ® YES ❑ NO On the Utilities ❑ YES ® NO UTILITY AGREEMENT NO. UK201098 DATE This Utility Agreement ("Agreement") is dated 2017 and is between the Orange County Transportation Authority("Authority") and the Orange County Sanitation District("Sanitation District"),which are sometimes referred to individually in this Agreement as a"party"or together as the"parties." The Authority in cooperation with the California Department of Transportation("Caltrans") is proposing to improve Interstate 405 between State Route 73 and Interstate 605 (the "Project"). The Authority and Caltrans have entered into Cooperative Agreement No. 12-697 relating to the Project under which Caltrans will provide Project oversight,the Authority will perform construction, and upon completion of the Project, Caltrans will continue to own and maintain the Interstate 405. The Sanitation District owns,operates, and maintains a regional sewerage system, including the sewerage facilities described in Exhibit A(the"Facilities"). The Facilities are within the limits of the Project. hi order to accommodate the Project,the Facilities must be modified by way of relocation or extended encasement(each a"Modification"). Any Modification plan must be approved by the Sanitation District prior to construction, and any Modification construction must be inspected by the Sanitation District. During construction of a Modification,temporary diversion of flow within the Facilities may be necessary to provide for the safe operation of the Sanitation District's sewerage system. The Authority and the Sanitation District intend by this Agreement to provide for the conditions under which the Authority may modify the Sanitation District's Facilities, and the Authority's payment to the Sanitation District of the Sanitation District's costs related to the Modification. Authority and Sanitation District therefore agree as follows: 1. MODIFICATION WORK a. Facility Modification. In accordance with the Relocation Claim Letter attached as Exhibit A dated March 10, 2015, the Authority may modify the Sanitation District's Facilities as generally shown on the Authority's preliminary engineering plans for the improvement of Interstate 405, EA 12-OH1000, subject to the written approval by the Sanitation District's General Manager(or his 4848-0 95-5ffi .149190819A UTILITY AGREEMENT(ConL) Page 2 of 9 UTILITY AGREEMENT NO. UK201098 designee) ("General Manager") of the final engineering plans and specifications (the"Plans"). b. Sanitation District's Approval of Plans. The Sanitation District's General Manager shall review the Plans, and will have sole discretion to and approve the Plans. It is anticipated by both parties that multiple reviews may be required for design approval. The Sanitation District shall make commercially reasonable efforts to review and provide any comments back to Authority within 30 days. The Sanitation District agrees not to unreasonably withhold its approval of Authority's design. Additionally, the Sanitation District agrees to provide a written notice requesting a review period extension in the event its review will extend beyond 30 calendar days. C. Deviation from Plans. Any deviations from the Plans must be proposed by the Authority under a Revised Notice to Owner. The Authority shall not commence any Modification work that deviates from the Plans prior to the Sanitation District's approval of the Revised Notice to Owner,which approval is subject to the Sanitation District's General Manager's sole discretion. The Sanitation District will use commercially reasonable efforts to review and approve revisions to the Plans within four weeks after their delivery to the Sanitation District and written acknowledgment of receipt. If additional time is required, Sanitation District shall provide Authority with a written notice identifying the additional time requested. d. Notification of Construction; Access. Authority shall advise the Sanitation District of the anticipated dates of construction of the Modification at least 30 days prior to the date of construction. The Sanitation District shall at all tunes have access to its Facilities, and the Authority and its contractor shall not restrict or obstruct the Sanitation District's access to the Facilities at any time. e. Ownership and Maintenance. Upon completion of the Modification work by the Authority, and the Sanitation District's final inspection and approval of the Modification, the Sanitation District shall accept ownership and maintenance of the modified Facilities. f. Property Rights Acquisition. Nothing in this Agreement is intended to waive or limit the Sanitation District's right tojust compensation for all Project-related uses of the Sanitation District's real or personal property. The Authority shall acquire any necessary property rights from the Sanitation District in accordance with state and federal law prior to undertaking construction of the Modification. 4848-0 95-5ffi .149190819A UTILITY AGREEMENT(Cont.) Page 3 of UTILITY AGREEMENT NO. UK201098 2. SANITATION DISTRICT'S COSTS. a. The Facilities are lawfully maintained in their present location and qualify for relocation or other Modification at Caltrans's expense under the provisions of Section 703 of the Streets and Highways Code. b. The Authority assumes all costs associated with the Modification, including Sanitation District's costs of plan review, inspection, and flow diversion. The Sanitation District does not benefit from the Project and therefore will have no liability for any costs arising out of or relating to any Modification of the Facilities under or in connection with this Agreement. C. The Sanitation District estimates that the cost of the Sanitation District's work under this Agreement will be$44,271.38("Estimated Sanitation District Costs"). 3. SANITATION DISTRICT'S INSPECTIONS AND DIVERSIONS. a. Sanitation District Inspection. The Sanitation District may inspect(and the Authority shall provide the Sanitation District with access to) any phase of the Modification work for the purpose of the Sanitation District's inspection to ensure that the work is in accordance with the specifications contained in the Plans and any related construction contract. The Sanitation District shall direct all questions regarding the Modification work to Authority's Resident Engineer for his or her evaluation and recommended disposition. b. Diversions. Upon the Authority's request,the Sanitation District's engineers shall analyze potential sewer diversion impacts using the Sanitation District's hydraulic model. Upon request and the Sanitation District's approval following the diversion analysis described in the prior sentence, the Sanitation District's field crew staff shall implement and monitor the temporary diversion, and then remove the diversion. C. Public Work. Inspections and field work described above in this Section 3 and performed by Sanitation District employees fall within the exception of Labor Code Section 1720(a)(1) and do not constitute a public work under Section 1720(a)(2)and are not subject to prevailing wages. 4. AUTHORITY'S PAYMENT FOR SANITATION DISTRICT COSTS. a. The Authority shall consumer the Modifications at no cost to the Sanitation District and shall pay Sanitation District for its Actual Costs (as defined in this section)of 4848-0 95-5ffi .149190819A UTILITY AGREEMENT(Cont.) Page of UTILITY AGREEMENT NO. UK201098 (1) Administration of this Agreement (including planning, coordination, and communication with the Authority) and review and approval of the Plans (and any revisions to the Plans); (2) Inspection of the Modification construction; and (3) Analyzing,planning and implementing any sewer diversions necessitated by the Modification. b. "Actual Costs"means the total fully-burdened salaries,wages, and equipment costs including overhead and administration. C. It is understood and agreed that Authority will not pay for any betterment or increase in capacity of Sanitation District's facilities as part of this Agreement, and that any request by Sanitation District for changes in the Plans that involve any such betterment or increase in capacity shall, if Authority accepts such proposed changes,be paid for solely by Sanitation District. d. The Sanitation District shall not use any out-of-state personnel(or personnel requiring lodging and meal "per diem"expenses)for its plan review, inspection, or diversion work under this Agreement. C. All costs incurred by the Sanitation District as a result of the Authority's request of March 10, 2015 to review, study and/or prepare relocation plans and estimates for the Project may be billed pursuant to the terms and conditions of this Agreement. f. Billing Procedure. (1) Progress Bills. Not more frequently than once a month, but at least quarterly, Sanitation District will prepare and submit progress bills itemized for costs incurred not to exceed Sanitation District's recorded costs. The Sanitation District's itemized progress bill must be signed by an authorized official and prepared on the Sanitation District's letterhead, compiled on the basis of Actual Costs incurred and charged or allocated to the Modification in accordance with the policies of the Sanitation District that conform to the accounting principles generally accepted in the United States of America(GAAP) as applicable to governments. (2) Progress Payments. The Authority shall pay the Sanitation District within 45 days after receipt of the Sanitation District's progress bills. Payment of progress bills not to exceed 125%of the Estimated Sanitation District Costs may be made under the terms of this Agreement. The Authority shall pay progress bills that exceed 125% of the Estimated Sanitation 4848-0 95-5ffi .149190819A UTILITY AGREEMENT(Cont.) Page 5 of 9 UTILITY AGREEMENT NO. UK201098 District Costs only upon receipt and approval by Authority of documentation supporting the cost increase and after an amendment to this Agreement has been executed by the parties to this Agreement. (3) Sanitation District shall submit a final bill to Authority within 365 days after the completion of the Sanitation District's acceptance of the Modification described in Section 1. If Authority has not received a final bill within 365 days after notification of completion of the Modification, and Authority has delivered to Sanitation District fully executed Director's Deeds, Consents to Common Use or Joint Use Agreements for Sanitation District's facilities (if required),then Authority shall provide written notification to Sanitation District of its intent to close its file within 30 days. All remaining costs will be deemed to have been abandoned if not submitted to Authority for payment prior to such closure of the file. If Authority processes a final bill for payment first received from Sanitation District after closure of the file,payment of the late bill may be subject to allocation and/or approval by the Authority's Board of Directors. (4) The final billing must be in the form of an itemized statement of the total costs charged to the Project, less the credits provided for in this Agreement, and less any amounts covered by progress billings. However, Authority shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the Sanitation District and approval of that documentation by Authority. However, if the final bill exceeds the Sanitation District's estimated costs solely as the result of a revised Notice to Owner, then a copy of that revised Notice to Owner will suffice as documentation. In either case,payment of the amount over the Estimated Sanitation District's Cost may be subject to allocation and/or approval by the Authority Board of Directors. g. If the Parties anticipate that the Sanitation District's costs will exceed 125% of the Estimated Sanitation District Costs, then the parties shall negotiate in good faith an amendment to this Agreement prior to the payment of the Sanitation District's final bill. Any and all increases in costs that are the direct result of deviations from the work described in Section 1 of this Agreement shall have the prior concurrence of Authority and Sanitation District. h. Sanitation District shall retain detailed billing records for a period of three years from the date of the final payment, and will make the records available for audit by Authority, State and/or Federal auditors. The Sanitation District currently complies with State law applicable to sanitation districts and generally accepted accounting principles,which are generally consistent with existing Federal 4848-0 95-5ffi .149190819A UTILITY AGREEMENT(Cont.) Page b of 9 UTILITY AGREEMENT NO. UK201098 regulations. Upon notice from the Authority, the Sanitation District shall comply with any additional Federal regulations identified by the Authority as applicable to the Sanitation District's actions in connection with the Project under this agreement. 5. TERMINATION. If Authority's Project is canceled or modified so as to eliminate the need for the Modification, then the Authority will notify the Sanitation District in writing and any party may terminate this Agreement at any time prior to the commencement of construction of the Modification by providing 30 days written notice to the other party. The Authority shall pay the Sanitation District for all costs incurred up to the date of termination. The billing procedures in Section 5 shall survive the termination of this Agreement. 6. INSURANCE. The Authority shall incorporate within the contract documents for the Project a requirement for the contractor to obtain and keep in full force and effect throughout the life of the Project insurance naming the Sanitation District as an additional insured and in compliance with all insurance requirements in Exhibit B. 7. INDEMNITY. a. The Authority shall be responsible for all costs, expenses, losses, fines,penalties, civil administrative liabilities, and liabilities relating to the construction of any Modification, and shall indemnify, defend, and hold harmless the Sanitation District, its directors,officers, agents, and employees, from all claims, demands, actions,costs (including attorneys fees), liabilities, losses,damages, including claims for personal injury(including death)or property damages, penalties, fines, administrative civil liabilities, and/or remediation costs arising from or in any way associated with the following: (1) Construction of any Modification, including but not limited to trenching, backfill work above the pipe zone, and pavement work; (2) Any overflows or spills of wastewater arising out of or relating to the construction of any Modification; and (3) Any claims for sewer capacity by any former discharger to the Facilities that are impacted by any Modification. b. This indemnity provision will survive the termination of this Agreement. 4848-0 95-5ffi .149190819A UTILITY AGREEMENT(Cont.) Page] of 9 UTILITY AGREEMENT NO. UK201098 8. GENERAL PROVISIONS. a. This Agreement contains the entire agreement between the parties concerning the Modification, except with respect to compensation for the Authority's use of any of the Sanitation District's property rights. Any amendment to this Agreement must be in a writing executed by both parties. b. Each party has participated in negotiating and drafting this Agreement, so if an ambiguity or a question of intent or interpretation arises,this Agreement is to be construed as if the parties had drafted it jointly. C. A waiver of any breach of any provision of this Agreement or of any failure to comply with any requirement of this Agreement will not be deemed a waiver of any other provision or requirement of this Agreement, and no waiver will be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act will not be deemed an extension of time for performance of any other obligation or act. d. Authority represents and warrants that no federal or California state funds will be used to pay Sanitation District under this Agreement. Sanitation District represents and warrants that it will not use federal or California state funds in order to perform any of its obligations under this Agreement. The Parties agree that they shall not seek or obtain payment or reimbursement from Caltrans for any work, cost, expense, fee, obligation or liability that arises under this Agreement. C. This Agreement will be executed in duplicate originals,one of which will be retained by each party. I. This Agreement will inure to the benefit of and will be binding upon the parties and their respective successors and assigns. g. This Agreement will be governed and construed in accordance with California law. h. Each party shall execute and deliver any instruments,and to perform any actions that may be necessary,or reasonably requested, in order to give full effect to this Agreement. i. The Sanitation District hereby delegates to its General Manager the authority to approve any deviations from the Plans, in his sole and absolute discretion, as contemplated in section I.e. 4848-0 95-5ffi .149190819A UTILITY AGREEMENT(Cont.) Page 8 of 9 UTILITY AGREEMENT NO. UK201098 j. All notices or other communication must be in writing and be personally served or delivered by United States mail, or nationally-recognized overnight carrier addressed as follows,with a courtesy copy by email: Sanitation District: Authority: Orange County Sanitation District Orange County Transportation Authority 10844 Ellis Avenue 550 South Main Street Fountain Valley,CA 92708 P.O. Box 14184 Orange, CA 92863-1584 Mr. Rob Thompson Attn: Mr. Dennis Mak Director of Engineering Principal Contract Administrator Email: RThomnsonaocsd.com Email: DMak(docta.net Tel: 714-593-7310 Tel: 714-560-5446 Any party may,by notice to the others, designate a different address for notices which will be substituted for that specified above. Any notice given as provided in this section will be deemed to have been received, if personally served, as of the date and time of service, or if deposited in the mail as provided above, forty- eight(48)hours after deposit in the mail. Signatures on Following Page 4848-0 95-5ffi .149190819A UTILITY AGREEMENT(ConL) Page 9 of 9 UTILITY AGREEMENT NO. UK201098 SIGNATURE PAGE TO UTILITY AGREEMENT NO. UK201098 IN WITNESS WHEREOF,the parties have executed this Agreement on the dates below. ORANGE COUNTY SANITATION ORANGE COUNTY DISTRICT TRANSPORTATION AUTHORITY, a public entity APPROVED APPROVED By: By: Gregory C. Sebourn, PLS Jim Beil Board Chair Executive Director, Capital Programs Date: Date: APPROVED AS TO FORM: APPROVED AS TO FORM: Lewis Brisbois Bisgaard& Smith, LLP By: By: Claire Hervey Collins Rick Rayl Special Counsel Special Counsel 4848-0 95-5ffi .149190819A Exhibit A Relocation Claim Letter 49190819.v2 RUT r . i rt-+ ETA i015 i':aH 17 0 10 50 March 10,2015 .- BowOOFmBECTOas JI ,JU Je"1 Re(-.( niS! Cnaaman OCSD 10844 Ellis Avenue mrecn�. Fountain Valley,CA 92708 Piss A.BMklf Prtciw Amrew oo Attention: Mr.Rudy Davila 0to11 Project Manager naKn rrHe Subject: 1405 Improvement ProjeM(EA—0111000) Relocation Claim Letter/Utility Conflicts sre u Utility ID No.OCSDIO98 Dear Mr. Davila: aam. rAMym, The Orange County Transportation Authority OCTA m cooperation with Caltrans, proposes to ore�m. 8 tY W ty( ) � Pe improve the Interstate 405 (1405) from 1-605 to SR-73. The environmentally selected � royi alternative includes reconfiguration of interchanges, intersections widening the freeway for general purpose lanes and re-striping various locations along the corridor. It is anticipated that 5haivna .�o; the environmental approval will take place this summer while OCTA continues the process of M"el PuliM advancing preliminary engineering for utilities. Q for Enclosed is one preliminary map covering OCSD conflict areas of the proposed I-405 Project. rm snow arecro. Your Company's facilities are within the proposed project area and may be affected by planned construction. These plans are for your use in: xumelk srcN (1) Verifying your existing facilities as shown on the plans SW (2) Completing your Conceptual Preliminary Relocation Plans T. W (3) Identifying related easement requirements I1 I M (4) Developing your claim of liability Frey uy o raw This is a freeway and all rights of access will be restricted. If the OCTA is liable for any portion 01y T tea' of your relocation costs, and if a consulting engineer will prepare any of your plans, a copy of the proposed agreement with your consultant must be furnished to this office as soon as possible. Employment of a consultant for a fee based on a percentage of the relocation cost is not acceptable. If desired, an example of a typical consultant agreement, along with the Certification of Consultant,will be furnished upon your request. CHIFFFXECI TWOFFICE It is the intent of the project to replace property rights"in kind"to existing terms. If easements CMelEreculire Olbav are required to relocate your facilities, please delineate your needs on the plans. This information is necessary as soon as possible so your replacement easements can be planned for by the OCTA along with other lands required for this project. You may submit your easement requirements ahead of your overall conceptual preliminary relocation plans. Please submit the following information for review so a Preliminary Draft Utility Agreement can be prepared: O.enge County Transportation Autl w41y 550 So Main Sb t/P.O.Box 14184/Orarge I Ceblwnla 92863-1584/(714)560-OCTA(6284 Page 2 1. Two sets of your conceptual preliminary relocation plans with related easement requirements, if any,and any changes to the existing facilities as shown on the State's preliminary plans. 2. The date your existing facilities were installed. 3. Your occupancy rights for installation: A. Fee-owned land B. Easement(recorded) C. Easement(unrecorded) D. Prescriptive right E. Joint Use Agreement(JUA)or Consent to Common Use Agreement(CCUA) F. Franchise G. State Permit H. County Permit I. City Permit J. Joint Pole Agreement K. Other(explain) Please provide a copy of your documentation to support your occupancy rights claim for A, B, C, D,or E above, 4. An itemized estimate of cost for the preparation of your conceptual preliminary relocation design so a Design based utility agreement can be prepared. 5. Your work will be performed by: A. Own forces B. Continuing contractor C. Competitive bid contract 6. Your liability claim: OCTA % OCSD % The Project is currently scheduled for construction start in the summer of 2017. Please submit your information to me by no later than April 10,2015. If you have any questions or require additional information,please feel free to contact me at(714)560-5406. Your Cooperation is greatly appreciated. Sincerely, .Joseph Too�� OCTA Project Manager Enclosures: 1) Conflict Map(s) DIST COUNTY I ROUTE I LOi PDSAL PiPg1EL YILES i SXNo.EEL TDTAL SXEETS EW 12 Ora 22.405 eosmo.Aeoom+.o INIIOYFMENf 1 9 PI�IECT REGISTERED CIVIL EHOINEEP DATE DATE Q OCTAs/, DATE, FLANS APPPOVAL DATE FLANS jF/ 0.v,Gry a�«Irva/BE aE5rox5/6[eaPs °� eC1V1p. fP_ /M fLtw WAav CWw[f/EnYssas[Am1Tn ?a Vµ�p`'0 may- ORANGE COUNTY K TRRNSPORT>TAIN S REET1iY \ \ L ORANG55 E TH CA 92163 iREEi � \)\ 1.% ✓1// i w � \\ ��\r��4ti/ r�k✓� �/�J \ ° Jed ^'L`.rV'�v?���F � � � �> � \. 5���` �,>/ ,t \CITY gF EST NSTER O+ P ) ,- ' om � . wAditt, Rix .. w �o 58 ROUTE LI E405 -_ xlD.. -� _ w R 8 9 980 1 2 \ \ 4 985 ♦ t 8 9 990 1 2 3 4 995 6 l 9r xovE 1000 0 1 2 3 4 w � a a, vv � NB ROUTE 405 _ Nor j J Exis+ R/W - sw) a<enE OTT %D © Q �tiC Oo w v A s a ' UTILITY U -18 \f" SCALE: 1"=100' �.,_...� . ... ...... USERN4YE =)SUSEP RR on V[ nnanva ccni. n p 3 —ITT onnn oon icrr nnnmro 0 ouncr nnnnnnnnnm Exhibit B Insurance Provisions 491%819.2 EXHIBIT B Insurance Requirements 1. The Authority shall be the lead agency under the California Environment Quality Act of 1970, California Public Resources Code § 21000 et seq. (CEQA), as amended, for the Project. 2. The Authority shall award a construction contract for the Project to a contractor appropriately registered and licensed to practice in the State of California, including with respect to performance and implementation of the work ("Contractor"). 3. The Authority shall be responsible for the award and administration and performance of the contract, including supervising the implementation of the Project and the Contractor's performance in accordance with the requirements,provisions and restrictions of the contract. The Authority shall diligently proceed with the contract award and Project commencement promptly following the execution of this Agreement. 4. The Authority shall incorporate within the contract documents for the Project a requirement for the Contractor to obtain and keep in fall force and effect throughout the life of the Project, for the mutual benefit of the Sanitation District and the Authority, a policy or policies of comprehensive,broad form, commercial general liability insurance written on ISO from CG 00 01, or a substitute form providing liability coverage at least as broad in the amount of$3,000,000 limit per occurrence with a$3,000,000 aggregate and automobile insurance against claims and liabilities for activities of the Contractor in the amount of$1,000,000 (combined single limit per occurrence). (A) The policy or policies will time the Sanitation District and their respective elected and appointed officials, officers, agents and employees as additional insureds using ISO form CG 2010 or CG 2033, or a form at least as broad and shall, additionally, contain language providing for waiver of subrogation. The policy or policies will include a primary and non-contributory endorsement using ISO form CG 20 0104 13, or a form at least as broad, evidencing that the policies are primary and noncontributing with any insurance or self-insurance that may be carried by the Sanitation District or other third parties, and that said insurance may not be canceled or materially changed except upon thirty(30) days written notice to the Authority and the Sanitation District. The policy or policies shall include a Products and Completed Operations endorsement using ISO form GC 2027(ed. 10/01) or a form at least as broad. (B) The Authority shall also require that workers' compensation benefits are secured by the Contractor as required by law, and provide an endorsement waiving all rights of subrogation against the Parties to this Agreement with regard to any workers' compensation claims, including any such claims against the Sanitation District. (C) Prior to the issuance of the Notice to Proceed to the Contractor,the Authority shall provide the Sanitation District with policies and endorsements naming the 4818-0 17-7"L1 Sanitation District as an additional insured for the general liability and automobile liability policies described above. (D) In addition, the Authority shall require its Contractor to obtain pollution liability insurance written on a claims-made or occurrence basis,that covers losses related to the release or the threatened release of pollutants into the environment arising out of or resulting from the Contractor's performance of the Project. The minimum limits of Pollution Liability shall be $2 million per occurrence/$2 million policy aggregate. When this coverage is provided under endorsement to the general liability policy, the $2 million per occurrence must be a sub-limit. The pollution liability policy shall also contain an Additional Insured endorsement and a primary and non-contributory endorsement naming the Parties to this Agreement. (E) If the Contractor maintains higher limits than any minimums above, the Sanitation District will be entitled to coverage for the higher limits maintained by the Contractor. 5. The Authority shall require that any and all labor and materials bonds and performance bonds required to be supplied by the Contractor for the Project shall include the Sanitation District as a named obligee, and Authority shall not release any bonds unless and until the Authority has determined, and the Sanitation District has concurred in writing, that the Modification has been successfully completed without damage or impact to Sanitation District facilities or operations. 4818-0 17-7 I.I Page 1 of9 ORANGE COUNTY TRANSPORTATION AUTHORITY UTILITY AGREEMENT District COUNTY ROUTE POST MILE EA PROJECT ID 12 Orange I-405 9.3-24.2 12-OH1000 1200000180 FEDERAL AID NUMBER OWNER'S PLAN NUMBER N/A N/A FEDERAL PARTICIPATION On the project ® YES ❑ NO On the Utilities ❑ YES ® NO UTILITY AGREEMENT NO. UK201104 DATE This Utility Agreement ("Agreement") is dated 2017 and is between the Orange County Transportation Authority("Authority") and the Orange County Sanitation District("Sanitation District"),which are sometimes referred to individually in this Agreement as a"party"or together as the"parties." The Authority in cooperation with the California Department of Transportation("Caltrans") is proposing to improve Interstate 405 between State Route 73 and Interstate 605 (the "Project"). The Authority and Caltrans have entered into Cooperative Agreement No. 12-697 relating to the Project under which Caltrans will provide Project oversight,the Authority will perform construction, and upon completion of the Project, Caltrans will continue to own and maintain the Interstate 405. The Sanitation District owns,operates, and maintains a regional sewerage system, including the sewerage facilities described in Exhibit A(the"Facilities"). The Facilities are within the limits of the Project. hi order to accommodate the Project,the Facilities must be modified by way of relocation or extended encasement(each a"Modification"). Any Modification plan must be approved by the Sanitation District prior to construction, and any Modification construction must be inspected by the Sanitation District. During construction of a Modification,temporary diversion of flow within the Facilities may be necessary to provide for the safe operation of the Sanitation District's sewerage system. The Authority and the Sanitation District intend by this Agreement to provide for the conditions under which the Authority may modify the Sanitation District's Facilities, and the Authority's payment to the Sanitation District of the Sanitation District's costs related to the Modification. Authority and Sanitation District therefore agree as follows: 1. MODIFICATION WORK a. Facility Modification. In accordance with the Relocation Claim Letter attached as Exhibit A dated March 10, 2015, the Authority may modify the Sanitation District's Facilities as generally shown on the Authority's preliminary engineering plans for the improvement of Interstate 405, EA 12-OH1000, subject to the written approval by the Sanitation District's General Manager(or his 4921-75g 5259.149190919A UTILITY AGREEMENT(ConL) Page 2 of 9 UTILITY AGREEMENT NO. UK201104 designee) ("General Manager") of the final engineering plans and specifications (the"Plans"). b. Sanitation District's Approval of Plans. The Sanitation District's General Manager shall review the Plans, and will have sole discretion to and approve the Plans. It is anticipated by both parties that multiple reviews may be required for design approval. The Sanitation District shall make commercially reasonable efforts to review and provide any comments back to Authority within 30 days. The Sanitation District agrees not to unreasonably withhold its approval of Authority's design. Additionally, the Sanitation District agrees to provide a written notice requesting a review period extension in the event its review will extend beyond 30 calendar days. C. Deviation from Plans. Any deviations from the Plans must be proposed by the Authority under a Revised Notice to Owner. The Authority shall not commence any Modification work that deviates from the Plans prior to the Sanitation District's approval of the Revised Notice to Owner,which approval is subject to the Sanitation District's General Manager's sole discretion. The Sanitation District will use commercially reasonable efforts to review and approve revisions to the Plans within four weeks after their delivery to the Sanitation District and written acknowledgment of receipt. If additional time is required, Sanitation District shall provide Authority with a written notice identifying the additional time requested. d. Notification of Construction; Access. Authority shall advise the Sanitation District of the anticipated dates of construction of the Modification at least 30 days prior to the date of construction. The Sanitation District shall at all tunes have access to its Facilities, and the Authority and its contractor shall not restrict or obstruct the Sanitation District's access to the Facilities at any time. e. Ownership and Maintenance. Upon completion of the Modification work by the Authority, and the Sanitation District's final inspection and approval of the Modification, the Sanitation District shall accept ownership and maintenance of the modified Facilities. f. Property Rights Acquisition. Nothing in this Agreement is intended to waive or limit the Sanitation District's right tojust compensation for all Project-related uses of the Sanitation District's real or personal property. The Authority shall acquire any necessary property rights from the Sanitation District in accordance with state and federal law prior to undertaking construction of the Modification. 4921-95g 5259.149190919A UTILITY AGREEMENT(Cont.) Page 3 of UTILITY AGREEMENT NO. UK201104 2. SANITATION DISTRICT'S COSTS. a. The Facilities are lawfully maintained in their present location and qualify for relocation or other Modification at Caltrans's expense under the provisions of Section 703 of the Streets and Highways Code. b. The Authority assumes all costs associated with the Modification, including Sanitation District's costs of plan review, inspection, and flow diversion. The Sanitation District does not benefit from the Project and therefore will have no liability for any costs arising out of or relating to any Modification of the Facilities under or in connection with this Agreement. C. The Sanitation District estimates that the cost of the Sanitation District's work under this Agreement will be$44,271.38("Estimated Sanitation District Costs"). 3. SANITATION DISTRICT'S INSPECTIONS AND DIVERSIONS. a. Sanitation District Inspection. The Sanitation District may inspect(and the Authority shall provide the Sanitation District with access to) any phase of the Modification work for the purpose of the Sanitation District's inspection to ensure that the work is in accordance with the specifications contained in the Plans and any related construction contract. The Sanitation District shall direct all questions regarding the Modification work to Authority's Resident Engineer for his or her evaluation and recommended disposition. b. Diversions. Upon the Authority's request,the Sanitation District's engineers shall analyze potential sewer diversion impacts using the Sanitation District's hydraulic model. Upon request and the Sanitation District's approval following the diversion analysis described in the prior sentence, the Sanitation District's field crew staff shall implement and monitor the temporary diversion, and then remove the diversion. C. Public Work. Inspections and field work described above in this Section 3 and performed by Sanitation District employees fall within the exception of Labor Code Section 1720(a)(1) and do not constitute a public work under Section 1720(a)(2)and are not subject to prevailing wages. 4. AUTHORITY'S PAYMENT FOR SANITATION DISTRICT COSTS. a. The Authority shall consumer the Modifications at no cost to the Sanitation District and shall pay Sanitation District for its Actual Costs (as defined in this section)of 4921-75g 5259.149190919A UTILITY AGREEMENT(Cont.) Page of UTILITY AGREEMENT NO. UK201104 (1) Administration of this Agreement (including planning, coordination, and communication with the Authority) and review and approval of the Plans (and any revisions to the Plans); (2) Inspection of the Modification construction; and (3) Analyzing,planning and implementing any sewer diversions necessitated by the Modification. b. "Actual Costs"means the total fully-burdened salaries,wages, and equipment costs including overhead and administration. C. It is understood and agreed that Authority will not pay for any betterment or increase in capacity of Sanitation District's facilities as part of this Agreement, and that any request by Sanitation District for changes in the Plans that involve any such betterment or increase in capacity shall, if Authority accepts such proposed changes,be paid for solely by Sanitation District. d. The Sanitation District shall not use any out-of-state personnel(or personnel requiring lodging and meal "per diem"expenses)for its plan review, inspection, or diversion work under this Agreement. C. All costs incurred by the Sanitation District as a result of the Authority's request of March 10, 2015 to review, study and/or prepare relocation plans and estimates for the Project may be billed pursuant to the terms and conditions of this Agreement. f. Billing Procedure. (1) Progress Bills. Not more frequently than once a month, but at least quarterly, Sanitation District will prepare and submit progress bills itemized for costs incurred not to exceed Sanitation District's recorded costs. The Sanitation District's itemized progress bill must be signed by an authorized official and prepared on the Sanitation District's letterhead, compiled on the basis of Actual Costs incurred and charged or allocated to the Modification in accordance with the policies of the Sanitation District that conform to the accounting principles generally accepted in the United States of America(GAAP) as applicable to governments. (2) Progress Payments. The Authority shall pay the Sanitation District within 45 days after receipt of the Sanitation District's progress bills. Payment of progress bills not to exceed 125%of the Estimated Sanitation District Costs may be made under the terms of this Agreement. The Authority shall pay progress bills that exceed 125% of the Estimated Sanitation 4921-95g 5259.149190919A UTILITY AGREEMENT(Cont.) Page 5 of 9 UTILITY AGREEMENT NO. UK201104 District Costs only upon receipt and approval by Authority of documentation supporting the cost increase and after an amendment to this Agreement has been executed by the parties to this Agreement. (3) Sanitation District shall submit a final bill to Authority within 365 days after the completion of the Sanitation District's acceptance of the Modification described in Section 1. If Authority has not received a final bill within 365 days after notification of completion of the Modification, and Authority has delivered to Sanitation District fully executed Director's Deeds, Consents to Common Use or Joint Use Agreements for Sanitation District's facilities (if required),then Authority shall provide written notification to Sanitation District of its intent to close its file within 30 days. All remaining costs will be deemed to have been abandoned if not submitted to Authority for payment prior to such closure of the file. If Authority processes a final bill for payment first received from Sanitation District after closure of the file,payment of the late bill may be subject to allocation and/or approval by the Authority's Board of Directors. (4) The final billing must be in the form of an itemized statement of the total costs charged to the Project, less the credits provided for in this Agreement, and less any amounts covered by progress billings. However, Authority shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the Sanitation District and approval of that documentation by Authority. However, if the final bill exceeds the Sanitation District's estimated costs solely as the result of a revised Notice to Owner, then a copy of that revised Notice to Owner will suffice as documentation. In either case,payment of the amount over the Estimated Sanitation District's Cost may be subject to allocation and/or approval by the Authority Board of Directors. g. If the Parties anticipate that the Sanitation District's costs will exceed 125% of the Estimated Sanitation District Costs, then the parties shall negotiate in good faith an amendment to this Agreement prior to the payment of the Sanitation District's final bill. Any and all increases in costs that are the direct result of deviations from the work described in Section 1 of this Agreement shall have the prior concurrence of Authority and Sanitation District. h. Sanitation District shall retain detailed billing records for a period of three years from the date of the final payment, and will make the records available for audit by Authority, State and/or Federal auditors. The Sanitation District currently complies with State law applicable to sanitation districts and generally accepted accounting principles,which are generally consistent with existing Federal 4821-9580.52%149190819A UTILITY AGREEMENT(Cont.) Page b of 9 UTILITY AGREEMENT NO. UK201104 regulations. Upon notice from the Authority, the Sanitation District shall comply with any additional Federal regulations identified by the Authority as applicable to the Sanitation District's actions in connection with the Project under this agreement. 5. TERMINATION. If Authority's Project is canceled or modified so as to eliminate the need for the Modification, then the Authority will notify the Sanitation District in writing and any party may terminate this Agreement at any time prior to the commencement of construction of the Modification by providing 30 days written notice to the other party. The Authority shall pay the Sanitation District for all costs incurred up to the date of termination. The billing procedures in Section 5 shall survive the termination of this Agreement. 6. INSURANCE. The Authority shall incorporate within the contract documents for the Project a requirement for the contractor to obtain and keep in full force and effect throughout the life of the Project insurance naming the Sanitation District as an additional insured and in compliance with all insurance requirements in Exhibit B. 7. INDEMNITY. a. The Authority shall be responsible for all costs, expenses, losses, fines,penalties, civil administrative liabilities, and liabilities relating to the construction of any Modification, and shall indemnify, defend, and hold harmless the Sanitation District, its directors,officers, agents, and employees, from all claims, demands, actions,costs (including attorneys fees), liabilities, losses,damages, including claims for personal injury(including death)or property damages, penalties, fines, administrative civil liabilities, and/or remediation costs arising from or in any way associated with the following: (1) Construction of any Modification, including but not limited to trenching, backfill work above the pipe zone, and pavement work; (2) Any overflows or spills of wastewater arising out of or relating to the construction of any Modification; and (3) Any claims for sewer capacity by any former discharger to the Facilities that are impacted by any Modification. b. This indemnity provision will survive the termination of this Agreement. 4921-75g 5259.149190919A UTILITY AGREEMENT(Cont.) Page] of 9 UTILITY AGREEMENT NO. UK201104 g. GENERAL PROVISIONS. a. This Agreement contains the entire agreement between the parties concerning the Modification, except with respect to compensation for the Authority's use of any of the Sanitation District's property rights. Any amendment to this Agreement must be in a writing executed by both parties. b. Each party has participated in negotiating and drafting this Agreement, so if an ambiguity or a question of intent or interpretation arises,this Agreement is to be construed as if the parties had drafted it jointly. C. A waiver of any breach of any provision of this Agreement or of any failure to comply with any requirement of this Agreement will not be deemed a waiver of any other provision or requirement of this Agreement, and no waiver will be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act will not be deemed an extension of time for performance of any other obligation or act. d. Authority represents and warrants that no federal or California state funds will be used to pay Sanitation District under this Agreement. Sanitation District represents and warrants that it will not use federal or California state funds in order to perform any of its obligations under this Agreement. The Parties agree that they shall not seek or obtain payment or reimbursement from Caltrans for any work, cost, expense, fee, obligation or liability that arises under this Agreement. C. This Agreement will be executed in duplicate originals,one of which will be retained by each party. I. This Agreement will inure to the benefit of and will be binding upon the parties and their respective successors and assigns. g. This Agreement will be governed and construed in accordance with California law. h. Each party shall execute and deliver any instruments,and to perform any actions that may be necessary,or reasonably requested, in order to give full effect to this Agreement. i. The Sanitation District hereby delegates to its General Manager the authority to approve any deviations from the Plans, in his sole and absolute discretion, as contemplated in section I.e. 4921-95g 5259.149190919A UTILITY AGREEMENT(Cont.) Page 8 of 9 UTILITY AGREEMENT NO. UK201104 j. All notices or other communication must be in writing and be personally served or delivered by United States mail, or nationally-recognized overnight carrier addressed as follows,with a courtesy copy by email: Sanitation District: Authority: Orange County Sanitation District Orange County Transportation Authority 10844 Ellis Avenue 550 South Main Street Fountain Valley,CA 92708 P.O. Box 14184 Orange, CA 92863-1584 Mr. Rob Thompson Attn: Mr. Dennis Mak Director of Engineering Principal Contract Administrator Email: RThomnsonaocsd.com Email: DMak(docta.net Tel: 714-593-7310 Tel: 714-560-5446 Any party may,by notice to the others, designate a different address for notices which will be substituted for that specified above. Any notice given as provided in this section will be deemed to have been received, if personally served, as of the date and time of service, or if deposited in the mail as provided above, forty- eight(48)hours after deposit in the mail. Signatures on Following Page 4821-758 5258.149190819A UTILITY AGREEMENT(ConL) Page 9 of 9 UTILITY AGREEMENT NO. UK201104 SIGNATURE PAGE TO UTILITY AGREEMENT NO. UK201104 IN WITNESS WHEREOF,the parties have executed this Agreement on the dates below. ORANGE COUNTY SANITATION ORANGE COUNTY DISTRICT TRANSPORTATION AUTHORITY, a public entity APPROVED APPROVED By: By: Gregory C. Seboum, PLS Jim Beil Board Chair Executive Director, Capital Programs Date: Date: APPROVED AS TO FORM: APPROVED AS TO FORM: Lewis Brisbois Bisgaard& Smith, LLP By: By: Claire Hervey Collins Rick Rayl Special Counsel Special Counsel 4921-95g 5259.149190919A Exhibit A Relocation Claim Letter 49190819.v2 r ri_ r,l OCTA �t1c :?R 17 hl In 50 March 10,2015 "RI)OFomECTOns (..nlir' lice; JNHeyla9rnray c s OCSD Lon Oo"` 10944 Ellis Avenue aracla;. fipA dNktt Fountain Valley,CA 92708 ap Attention: Mr. Rudy Davila warty Project Manager . M,�"pmp Subject I405 Improvement Project(EA—0111000) Relocation Claim Letter/Utility Conflicts - s`e Utility ID No.OCSD1104 Jxn N9aPa°''` Dear Mr. Davila: Oiw« O"rAA The Orange County Transportation Authority(OCTA)in cooperation with Caltrans, proposes to improve the Interstate 405 (1405) from 1-605 to SR-73. The environmentally selected away+« alternative includes reconfiguration of interchanges, intersections widening the freeway for general purpose lanes and re-striping various locations along the corridor. It is anticipated that the environmental approval will take place this summer while OCTA continues the process of advancing preliminary engineering for utilities. Mi"/e eer w r« Enclosed is one preliminary map covering OCSD conflict areas of the proposed 1-405 Project. ma s� warty Your Company's facilities are within the proposed project area and may be affected by planned iotl°$ a.a«e, construction. These Pans are Y l for our use in: « ""`ax (1) Verifying your existing facilities as shown on the plans (2) Completing your Conceptual Preliminary Relocation Plans Tp1"r'" (3) Identifying related easement requirements u am (4) Developing your claim of liability Fm*FUy P W This is a freeway and all rights of access will be restricted. If the OCTA is liable for any portion c y°'yT w'"m' �, of your relocation costs, and if a consulting engineer will prepare any of your plans, a copy of the proposed agreement with your consultant must be furnished to this office as soon as gjingiinbn'a`" E.-Ur. possible. Employment of a consultant for a fee based on a percentage of the relocation cost is xumm« W not acceptable. If desired, an example of a typical consultant agreement, along with the Certification of Consultant,will be furnished upon your request. CHIEFEMECUTNEOFFICE LeneW n It is the intent of the project to replace property rights"in kind"to existing terms. If easements aver E, Wre aa"r are required to relocate your facilities, please delineate your needs on the plans. This information is necessary as soon as possible so your replacement easements can be planned for by the OCTA along with other lands required for this project. You may submit your easement requirements ahead of your overall conceptual preliminary relocation plans. Please submit the following information for review so a Preliminary Draft Utility Agreement can be prepared: Orange County Trensporterion Authority 550 South Man Seret/P.O.Box 1418,11 Oninge/Caftfbn is 9280-1584/(714)560-OCTA(6282) Page 2 I. Two sets of your conceptual preliminary relocation plans with related easement requirements, if any,and any changes to the existing facilities as shown on the State's preliminary plans. 2. The date your existing facilities were installed. )Qsq 3. Your occupancy rights for inslallacio A. Fee-owned land Easement(recorde Easement(on rded) D. Prescripti tght E. Joint Use Agreement(JUA)or Consent to Common Use Agreement(CCUA) F. Franchise G. State Permit County Permit 1. City Permit 1. Joint Pole Agreement K. Other(explain) Please provide a copy of your documentation to support your occupancy rights claim for A,B, C, D,or E above, 4. An itemized estimate of cost for the preparation of your conceptual preliminary relocation design so a Design based utility agreement can be prepared. S. Your work will be performed by: A. Own Forces B. Continuing contractor C. Competitive bid contract DESt��/3ui�6tFR- 6. Your liability claim: ,.[ OCTA 100 % OCSD Y_� The Project is currently scheduled for construction start in the summer of 2017. Please submit your information to me by no later than April 10,2015. If you have any questions or require additional information,please feel free to contact me at(714)560-5406. Your Cooperation is greatly appreciated. Sincerely,/ M.Joseph Toolso"n� OCTA Project Manager Enclosures: 1)Conflict Map(s) Dist coVNir RwTE Posi NILEs SHEET TO AL N� TOTAL PHOJECi o. SHEETS IYPIOYEYEIIf � • 12 �� Ora 22�405 Ro.c/Roa,Ro.Tml.o 'J PAOIECT ""' REGISTERED CIVIL ENGINEER DATE OCTA ralftrW- V a _ PLANS APPROVAL DATE ¢ M. PGaLfN)5 Sx4[[ Atl!&q[,vp/5/(!pp .G�CIVI PX amwa()pp[an[[re/a55 6oµpfn°x ra^¢s a� mrs aax seen. ORANGE CWNTV TRANSPORTATION AUTHORITY w w > '50 SUUTH MAIN STREET w in h ANGE. CA 92063 x —37 cSFEE , - -- :d r 9 i a i r m � n .- i w b m wED uo u W n, SB ROUTE 405 .— x o r 3 9 865 6 ] 090 '1 ' NB ROUTE 405 9 1 2.\ J 4 89a a h 8 ' o a � m r F o I A. j - Lr ,t R/1 a � rt v,�t IN L x a _ 1 0 'YGyVf �� N 111 EP ofl v �/" a ��k x /> ' Pa� Ml��tilSAG ��NI CITY O AH ITINGT0 BEACH o .. �NINL§006R ACH/MCFADDEN ISLAND o o UTILITY 0 U -14 of SCALE: 1"=100' _ ononco i nc, onncrn v...mm� I VSERNAME =)¢USER RELATIVE eoaoER SCALE z � Exhibit B Insurance Provisions 491%819.2 EXHIBIT B Insurance Requirements 1. The Authority shall be the lead agency under the California Environment Quality Act of 1970, California Public Resources Code § 21000 et seq. (CEQA), as amended, for the Project. 2. The Authority shall award a construction contract for the Project to a contractor appropriately registered and licensed to practice in the State of California, including with respect to performance and implementation of the work ("Contractor"). 3. The Authority shall be responsible for the award and administration and performance of the contract, including supervising the implementation of the Project and the Contractor's performance in accordance with the requirements,provisions and restrictions of the contract. The Authority shall diligently proceed with the contract award and Project commencement promptly following the execution of this Agreement. 4. The Authority shall incorporate within the contract documents for the Project a requirement for the Contractor to obtain and keep in fall force and effect throughout the life of the Project, for the mutual benefit of the Sanitation District and the Authority, a policy or policies of comprehensive,broad form, commercial general liability insurance written on ISO from CG 00 01, or a substitute form providing liability coverage at least as broad in the amount of$3,000,000 limit per occurrence with a$3,000,000 aggregate and automobile insurance against claims and liabilities for activities of the Contractor in the amount of$1,000,000 (combined single limit per occurrence). (A) The policy or policies will time the Sanitation District and their respective elected and appointed officials, officers, agents and employees as additional insureds using ISO form CG 2010 or CG 2033, or a form at least as broad and shall, additionally, contain language providing for waiver of subrogation. The policy or policies will include a primary and non-contributory endorsement using ISO form CG 20 0104 13, or a form at least as broad, evidencing that the policies are primary and noncontributing with any insurance or self-insurance that may be carried by the Sanitation District or other third parties, and that said insurance may not be canceled or materially changed except upon thirty(30) days written notice to the Authority and the Sanitation District. The policy or policies shall include a Products and Completed Operations endorsement using ISO form GC 2027(ed. 10/01) or a form at least as broad. (B) The Authority shall also require that workers' compensation benefits are secured by the Contractor as required by law, and provide an endorsement waiving all rights of subrogation against the Parties to this Agreement with regard to any workers' compensation claims, including any such claims against the Sanitation District. (C) Prior to the issuance of the Notice to Proceed to the Contractor,the Authority shall provide the Sanitation District with policies and endorsements naming the 4818-0 17-7"L1 Sanitation District as an additional insured for the general liability and automobile liability policies described above. (D) In addition, the Authority shall require its Contractor to obtain pollution liability insurance written on a claims-made or occurrence basis,that covers losses related to the release or the threatened release of pollutants into the environment arising out of or resulting from the Contractor's performance of the Project. The minimum limits of Pollution Liability shall be $2 million per occurrence/$2 million policy aggregate. When this coverage is provided under endorsement to the general liability policy, the $2 million per occurrence must be a sub-limit. The pollution liability policy shall also contain an Additional Insured endorsement and a primary and non-contributory endorsement naming the Parties to this Agreement. (E) If the Contractor maintains higher limits than any minimums above, the Sanitation District will be entitled to coverage for the higher limits maintained by the Contractor. 5. The Authority shall require that any and all labor and materials bonds and performance bonds required to be supplied by the Contractor for the Project shall include the Sanitation District as a named obligee, and Authority shall not release any bonds unless and until the Authority has determined, and the Sanitation District has concurred in writing, that the Modification has been successfully completed without damage or impact to Sanitation District facilities or operations. 4818-0 17-7 I.I Page 1 of9 ORANGE COUNTY TRANSPORTATION AUTHORITY UTILITY AGREEMENT District COUNTY ROUTE POST MILE EA PROJECT ID 12 Orange I-405 9.3-24.2 12-OH1000 1200000180 FEDERAL AID NUMBER OWNER'S PLAN NUMBER N/A N/A FEDERAL PARTICIPATION On the project ® YES ❑ NO On the Utilities ❑ YES ® NO UTILITY AGREEMENT NO. UK201113 DATE This Utility Agreement ("Agreement") is dated 2017 and is between the Orange County Transportation Authority("Authority") and the Orange County Sanitation District("Sanitation District"),which are sometimes referred to individually in this Agreement as a"party"or together as the"parties." The Authority in cooperation with the California Department of Transportation("Caltrans") is proposing to improve Interstate 405 between State Route 73 and Interstate 605 (the "Project"). The Authority and Caltrans have entered into Cooperative Agreement No. 12-697 relating to the Project under which Caltrans will provide Project oversight,the Authority will perform construction, and upon completion of the Project, Caltrans will continue to own and maintain the Interstate 405. The Sanitation District owns,operates, and maintains a regional sewerage system, including the sewerage facilities described in Exhibit A(the"Facilities"). The Facilities are within the limits of the Project. hi order to accommodate the Project,the Facilities must be modified by way of relocation or extended encasement(each a"Modification"). Any Modification plan must be approved by the Sanitation District prior to construction, and any Modification construction must be inspected by the Sanitation District. During construction of a Modification,temporary diversion of flow within the Facilities may be necessary to provide for the safe operation of the Sanitation District's sewerage system. The Authority and the Sanitation District intend by this Agreement to provide for the conditions under which the Authority may modify the Sanitation District's Facilities, and the Authority's payment to the Sanitation District of the Sanitation District's costs related to the Modification. Authority and Sanitation District therefore agree as follows: 1. MODIFICATION WORK a. Facility Modification. In accordance with the Relocation Claim Letter attached as Exhibit A dated July 30, 2015,the Authority may modify the Sanitation District's Facilities as generally shown on the Authority's preliminary engineering plans for the improvement of Interstate 405, EA 12-OH1o00, subject to the written approval by the Sanitation District's General Manager(or his designee) 49114693-2554.149190919A UTILITY AGREEMENT(ConL) Page 2 of 9 UTILITY AGREEMENT NO. UK201113 ("General Manager") of the final engineering plans and specifications (the `Plans"). b. Sanitation District's Approval of Plans. The Sanitation District's General Manager shall review the Plans, and will have sole discretion to and approve the Plans. It is anticipated by both parties that multiple reviews may be required for design approval. The Sanitation District shall make commercially reasonable efforts to review and provide any comments back to Authority within 30 days. The Sanitation District agrees not to unreasonably withhold its approval of Authority's design. Additionally, the Sanitation District agrees to provide a written notice requesting a review period extension in the event its review will extend beyond 30 calendar days. C. Deviation from Plans. Any deviations from the Plans must be proposed by the Authority under a Revised Notice to Owner. The Authority shall not commence any Modification work that deviates from the Plans prior to the Sanitation District's approval of the Revised Notice to Owner,which approval is subject to the Sanitation District's General Manager's sole discretion. The Sanitation District will use commercially reasonable efforts to review and approve revisions to the Plans within four weeks after their delivery to the Sanitation District and written acknowledgment of receipt. If additional time is required, Sanitation District shall provide Authority with a written notice identifying the additional time requested. d. Notification of Construction; Access. Authority shall advise the Sanitation District of the anticipated dates of construction of the Modification at least 30 days prior to the date of construction. The Sanitation District shall at all threes have access to its Facilities, and the Authority and its contractor shall not restrict or obstruct the Sanitation District's access to the Facilities at any time. e. Ownership and Maintenance. Upon completion of the Modification work by the Authority, and the Sanitation District's final inspection and approval of the Modification, the Sanitation District shall accept ownership and maintenance of the modified Facilities. I. Property Rights Acquisition. Nothing in this Agreement is intended to waive or limit the Sanitation District's right tojust compensation for all Project-related uses of the Sanitation District's real or personal property. The Authority shall acquire any necessary property rights from the Sanitation District in accordance with state and federal law prior to undertaking construction of the Modification. 49114693-2554.149190919A UTILITY AGREEMENT(Cont.) Page 3 of UTILITY AGREEMENT NO. UK201113 2. SANITATION DISTRICT'S COSTS. a. The Facilities are lawfully maintained in their present location and qualify for relocation or other Modification at Caltrans's expense under the provisions of Section 703 of the Streets and Highways Code. b. The Authority assumes all costs associated with the Modification, including Sanitation District's costs of plan review, inspection, and flow diversion. The Sanitation District does not benefit from the Project and therefore will have no liability for any costs arising out of or relating to any Modification of the Facilities under or in connection with this Agreement. C. The Sanitation District estimates that the cost of the Sanitation District's work under this Agreement will be$44,271.38("Estimated Sanitation District Costs"). 3. SANITATION DISTRICT'S INSPECTIONS AND DIVERSIONS. a. Sanitation District Inspection. The Sanitation District may inspect(and the Authority shall provide the Sanitation District with access to) any phase of the Modification work for the purpose of the Sanitation District's inspection to ensure that the work is in accordance with the specifications contained in the Plans and any related construction contract. The Sanitation District shall direct all questions regarding the Modification work to Authority's Resident Engineer for his or her evaluation and recommended disposition. b. Diversions. Upon the Authority's request,the Sanitation District's engineers shall analyze potential sewer diversion impacts using the Sanitation District's hydraulic model. Upon request and the Sanitation District's approval following the diversion analysis described in the prior sentence, the Sanitation District's field crew staff shall implement and monitor the temporary diversion, and then remove the diversion. C. Public Work. Inspections and field work described above in this Section 3 and performed by Sanitation District employees fall within the exception of Labor Code Section 1720(a)(1) and do not constitute a public work under Section 1720(a)(2)and are not subject to prevailing wages. 4. AUTHORITY'S PAYMENT FOR SANITATION DISTRICT COSTS. a. The Authority shall consumer the Modifications at no cost to the Sanitation District and shall pay Sanitation District for its Actual Costs (as defined in this section)of 49114693-2554.149190919A UTILITY AGREEMENT(Cont.) Page of UTILITY AGREEMENT NO. UK201113 (1) Administration of this Agreement (including planning, coordination, and communication with the Authority) and review and approval of the Plans (and any revisions to the Plans); (2) Inspection of the Modification construction; and (3) Analyzing,planning and implementing any sewer diversions necessitated by the Modification. b. "Actual Costs"means the total fully-burdened salaries,wages, and equipment costs including overhead and administration. C. It is understood and agreed that Authority will not pay for any betterment or increase in capacity of Sanitation District's facilities as part of this Agreement, and that any request by Sanitation District for changes in the Plans that involve any such betterment or increase in capacity shall, if Authority accepts such proposed changes,be paid for solely by Sanitation District. d. The Sanitation District shall not use any out-of-state personnel(or personnel requiring lodging and meal "per diem"expenses)for its plan review, inspection, or diversion work under this Agreement. C. All costs incurred by the Sanitation District as a result of the Authority's request of July 30,2015 to review, study and/or prepare relocation plans and estimates for the Project may be billed pursuant to the terns and conditions of this Agreement. f Billing Procedure. (1) Progress Bills. Not more frequently than once a month, but at least quarterly, Sanitation District will prepare and submit progress bills itemized for costs incurred not to exceed Sanitation District's recorded costs. The Sanitation District's itemized progress bill must be signed by an authorized official and prepared on the Sanitation District's letterhead, compiled on the basis of Actual Costs incurred and charged or allocated to the Modification in accordance with the policies of the Sanitation District that conform to the accounting principles generally accepted in the United States of America(GAAP) as applicable to governments. (2) Progress Payments. The Authority shall pay the Sanitation District within 45 days after receipt of the Sanitation District's progress bills. Payment of progress bills not to exceed 125%of the Estimated Sanitation District Costs may be made under the terms of this Agreement. The Authority shall pay progress bills that exceed 125% of the Estimated Sanitation District Costs only upon receipt and approval by Authority of 49114693-2554.149190919A UTILITY AGREEMENT(ConL) Page 5 of 9 UTILITY AGREEMENT NO. UK201113 documentation supporting the cost increase and after an amendment to this Agreement has been executed by the parties to this Agreement. (3) Sanitation District shall submit a final bill to Authority within 365 days after the completion of the Sanitation District's acceptance of the Modification described in Section 1. If Authority has not received a final bill within 365 days after notification of completion of the Modification, and Authority has delivered to Sanitation District fully executed Director's Deeds, Consents to Common Use or Joint Use Agreements for Sanitation District's facilities (if required),then Authority shall provide written notification to Sanitation District of its intent to close its file within 30 days. All remaining costs will be deemed to have been abandoned if not submitted to Authority for payment prior to such closure of the file. If Authority processes a final bill for payment first received from Sanitation District after closure of the file,payment of the late bill may be subject to allocation and/or approval by the Authority's Board of Directors. (4) The final billing must be in the form of an itemized statement of the total costs charged to the Project, less the credits provided for in this Agreement, and less any amounts covered by progress billings. However, Authority shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the Sanitation District and approval of that documentation by Authority. However, if the final bill exceeds the Sanitation District's estimated costs solely as the result of a revised Notice to Owner,then a copy of that revised Notice to Owner will suffice as documentation. In either case,payment of the amount over the Estimated Sanitation District's Cost may be subject to allocation and/or approval by the Authority Board of Directors. g. If the Parties anticipate that the Sanitation District's costs will exceed 125%of the Estimated Sanitation District Costs, then the parties shall negotiate in good faith an amendment to this Agreement prior to the payment of the Sanitation District's final bill. Any and all increases in costs that are the direct result of deviations from the work described in Section 1 of this Agreement shall have the prior concurrence of Authority and Sanitation District. h. Sanitation District shall retain detailed billing records for a period of three years from the date of the final payment, and will make the records available for audit by Authority, State and/or Federal auditors. The Sanitation District currently complies with State law applicable to sanitation districts and generally accepted accounting principles,which are generally consistent with existing Federal regulations. Upon notice from the Authority, the Sanitation District shall comply 49113693-2554.149190919 A UTILITY AGREEMENT(Cont.) Page 6 of 9 UTILITY AGREEMENT NO. UK201113 with any additional Federal regulations identified by the Authority as applicable to the Sanitation District's actions in connection with the Project under this agreement. 5. TERMINATION. If Authority's Project is canceled or modified so as to eliminate the need for the Modification, then the Authority will notify the Sanitation District in writing and any party may terminate this Agreement at any time prior to the commencement of construction of the Modification by providing 30 days written notice to the other party. The Authority shall pay the Sanitation District for all costs incurred up to the date of termination. The billing procedures in Section 5 shall survive the termination of this Agreement. 6. INSURANCE. The Authority shall incorporate within the contract documents for the Project a requirement for the contractor to obtain and keep in full force and effect throughout the life of the Project insurance naming the Sanitation District as an additional insured and in compliance with all insurance requirements in Exhibit B. 7. INDEMNITY. a. The Authority shall be responsible for all costs, expenses, losses, fines,penalties, civil administrative liabilities, and liabilities relating to the construction of any Modification, and shall indemnify, defend, and hold hamiless the Sanitation District, its directors,officers, agents, and employees, from all claims, demands, actions,costs (including attorneys fees), liabilities, losses, damages, including claims for personal injury (including death)or property damages,penalties, fines, administrative civil liabilities, and/or remediation costs arising from or in any way associated with the following: (1) Construction of any Modification, including but not limited to trenching, backfill work above the pipe zone, and pavement work; (2) Any overflows or spills of wastewater arising out of or relating to the construction of any Modification; and (3) Any claims for sewer capacity by any former discharger to the Facilities that are impacted by any Modification. b. This indemnity provision will survive the termination of this Agreement. 49114693-2554.149190919A UTILITY AGREEMENT(Cont.) Page] of 9 UTILITY AGREEMENT NO. UK201113 g. GENERAL PROVISIONS. a. This Agreement contains the entire agreement between the parties concerning the Modification, except with respect to compensation for the Authority's use of any of the Sanitation District's property rights. Any amendment to this Agreement must be in a writing executed by both parties. b. Each party has participated in negotiating and drafting this Agreement, so if an ambiguity or a question of intent or interpretation arises,this Agreement is to be construed as if the parties had drafted it jointly. C. A waiver of any breach of any provision of this Agreement or of any failure to comply with any requirement of this Agreement will not be deemed a waiver of any other provision or requirement of this Agreement, and no waiver will be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act will not be deemed an extension of time for performance of any other obligation or act. d. Authority represents and warrants that no federal or California state funds will be used to pay Sanitation District under this Agreement. Sanitation District represents and warrants that it will not use federal or California state funds in order to perform any of its obligations under this Agreement. The Parties agree that they shall not seek or obtain payment or reimbursement from Caltrans for any work, cost, expense, fee, obligation or liability that arises under this Agreement. C. This Agreement will be executed in duplicate originals,one of which will be retained by each party. I. This Agreement will inure to the benefit of and will be binding upon the parties and their respective successors and assigns. g. This Agreement will be governed and construed in accordance with California law. h. Each party shall execute and deliver any instruments,and to perform any actions that may be necessary,or reasonably requested, in order to give full effect to this Agreement. i. The Sanitation District hereby delegates to its General Manager the authority to approve any deviations from the Plans, in his sole and absolute discretion, as contemplated in section I.e. 49114693-2554.149190919A UTILITY AGREEMENT(Cont.) Page 8 of 9 UTILITY AGREEMENT NO. UK201113 j. All notices or other communication must be in writing and be personally served or delivered by United States mail, or nationally-recognized overnight carrier addressed as follows,with a courtesy copy by email: Sanitation District: Authority: Orange County Sanitation District Orange County Transportation Authority 10844 Ellis Avenue 550 South Main Street Fountain Valley,CA 92708 P.O. Box 14184 Orange, CA 92863-1584 Mr. Rob Thompson Attn: Mr. Dennis Mak Director of Engineering Principal Contract Administrator Email: RThomusonnocsd.com Email: DMak(docta.net Tel: 714-593-7310 Tel: 714-560-5446 Any party may,by notice to the others, designate a different address for notices which will be substituted for that specified above. Any notice given as provided in this section will be deemed to have been received, if personally served, as of the date and time of service, or if deposited in the mail as provided above, forty- eight(48)hours after deposit in the mail. Signatures on Following Page 49114693-2554.149190819A UTILITY AGREEMENT(ConL) Page 9 of 9 UTILITY AGREEMENT NO. UK201113 SIGNATURE PAGE TO UTILITY AGREEMENT NO. UK201113 IN WITNESS WHEREOF,the parties have executed this Agreement on the dates below. ORANGE COUNTY SANITATION ORANGE COUNTY DISTRICT TRANSPORTATION AUTHORITY, a public entity APPROVED APPROVED By: By: Gregory C. Sebourn, PLS Jim Beil Board Chair Executive Director, Capital Programs Date: Date: APPROVED AS TO FORM: APPROVED AS TO FORM: Lewis Brisbois Bisgaard& Smith, LLP By: By: Claire Hervey Collins Rick Rayl Special Counsel Special Counsel 49114693-2554.149190919A Exhibit A Relocation Claim Letter 49190819.v2 OCTA July 30,2015 9OAROOFMHECT01IS Jeaey la0w.ey cnavlrwi OCSD 10844 Ellis Avenue 14ce�cw. Fountain Valley,CA 92708 1,V,A Emaett n.QCIW Attention: Mr.Rudy Davila Project Manager arsmr Bey Subject I-405 Improvement Priiject(EA—OR1000) orecra Relocation Chum Letter/Utility Conflicts Sree.loe� Utility ID No.OCSD1113 LNe[Iw .rnm lwtawel: Dear Mr.Davila: uttrw cv Aa The Orange County Transportation Authority(OCTA)in cooperation with Caltmns,proposes arecw to improve the Interstate 405 (I-405) from I-605 to SR-73. The environmentally selected alternative includes reconfiguration of interchanges, intersections widening the freeway for w general purpose lanes and re-striping various locations along the corridor.It is anticipated that sew n the environmental approval will take place this summer while OCTA continues the process of a;,cclo, advancing preliminary engineering for utilities. Enclosed is one preliminary map covering OCSD conflict areas of the proposed 1-405 hm snaw Project. Ovecro. rmesa� Your Company's facilities are within the proposed project area and may be affected by planned mean construction. These plans are for you use in: aKrsreel (1) Verifying you existing facilities as shown on the plans w<m. (2) Completing your Conceptual Preliminary Relocation Plans r r,axrw (3) Identifying related easement requirements FrOOn (4) Developing you claim of liability a.RIM This is a freeway and all rights of access will be restricted. If the OCTA is liable for any O"9O1y r �le�,�l�w portion of you relocation costs,and if a consulting engineer will prepare any of your plans,a ayancnammnz; copy of the proposed agreement with your consultant must be furnished to this office as soon rs F.-O „ as possible. Employment of a consultant for a fee based on a percentage of the relocation Cost is not acceptable. If desired, an example of a typical consultant agreement, along with the Certification of Consultant,will be furnished upon you request. CHIEF EXECUTIVE OFFICE Dunu,Y� It is the intent ofthe project to replace property rights"in kind"to existing terms. If easements GftnrXXxR eOlficev are required to relocate your facilities, please delineate your needs on the plans. This information is necessary as soon as possible so your replacement easements can be planned for by the OCTA along with other lands required for this project. You may submit you easement requirements ahead of your overall conceptual preliminary relocation plans. Please submit the following information for review so a Preliminary Draft Utility Agreement can be prepared: Orange County Transportation Authority 550 South Main StreeN ED Box 14184/Orange/CzN.. 9280-1584/(714)560-OCTA(6282) Page 2 1. Two sets of your conceptual preliminary relocation plans with related easement requirements,if any,and any changes to the existing facilities as shown on the State's preliminary plans. 2. The date your existing facilities were installed. 3. Your occupancy rights for installation: A. Fee-owned land B. Easement(recorded) C. Easement(unrecorded) D. Prescriptive right E. Joint Use Agreement(JUA)or Consent to Common Use Agreement(CCUA) F. Franchise G. State Permit H. County Permit I. City Permit J. Joint Pole Agreement K. Other(explain) Please provide a copy of your documentation to support your occupancy rights claim for A, B,C,D,or E above, 4. An itemized estimate of cost for the preparation of your conceptual preliminary relocation design so a Design based utility agreement can be prepared. 5. Your work will be performed by: A. Own forces B. Continuing contractor C. Competitive bid contract 6. Your liability claim: OCTA % OCSD % The Project is currently scheduled for construction start in the summer of 2017. Please submit your information tome by no later than September 4,2015. Kyou have any questions or require additional information,please feel free to contact me at(714)560-5406 Your Cooperation is greatly appreciated Sincerely, M.Joseph Toolson OCTA Project Manager Enclosures: 1)Conflict Map Olsi. courvTr Fdlre PosI MILES SHEET T TAL TOTAL PFOJECT Na SHEETS �J°''� IMPNOVFMENi � � 1 ' Ora 22.40 Ro 6/sz i iT s� I � PROJECT REG[STEFEO cI.IL ENLINEER M. E OCTA � - PLANS APPROVAL DATE Bf Ilk ORANGE COUNTY F TRANSPORTATION AUTHORITY "0 SOUTH MAIN STREET ORANGE, CA 92863 LL+, I CITY OF COSTA MESA - 4 _ ^_ I .. Imo\ GARLINGFORD St - ^n �ONDONDERRY St _ 'F -U --r ._s � LL _ T j. .�r I j _GISLF 40hr _R Ave _ f a x Exist F 1 � 3 w w s w * o r SB ROUTE 405 e. - w I 0 6 ` K _ 2 � 4 5 6 r " `•p T 2 5 9- 6 l 8 a -,T . . o A T 6 T M - 1 NB RourE 4o5 3.. . y A —fx� a Ego g IttI li �I � . ` Exist PYJ BUCKINGHAM Dr t��� vl \ ,,, — Ex si RrW ti �� III d I �t� I T� o Ti. - o VVV UTILITY U -5A SCALE: 1"=100' Exhibit B Insurance Provisions 491%819.2 EXHIBIT B Insurance Requirements 1. The Authority shall be the lead agency under the California Environment Quality Act of 1970, California Public Resources Code § 21000 et seq. (CEQA), as amended, for the Project. 2. The Authority shall award a construction contract for the Project to a contractor appropriately registered and licensed to practice in the State of California, including with respect to performance and implementation of the work ("Contractor"). 3. The Authority shall be responsible for the award and administration and performance of the contract, including supervising the implementation of the Project and the Contractor's performance in accordance with the requirements,provisions and restrictions of the contract. The Authority shall diligently proceed with the contract award and Project commencement promptly following the execution of this Agreement. 4. The Authority shall incorporate within the contract documents for the Project a requirement for the Contractor to obtain and keep in fall force and effect throughout the life of the Project, for the mutual benefit of the Sanitation District and the Authority, a policy or policies of comprehensive,broad form, commercial general liability insurance written on ISO from CG 00 01, or a substitute form providing liability coverage at least as broad in the amount of$3,000,000 limit per occurrence with a$3,000,000 aggregate and automobile insurance against claims and liabilities for activities of the Contractor in the amount of$1,000,000 (combined single limit per occurrence). (A) The policy or policies will time the Sanitation District and their respective elected and appointed officials, officers, agents and employees as additional insureds using ISO form CG 2010 or CG 2033, or a form at least as broad and shall, additionally, contain language providing for waiver of subrogation. The policy or policies will include a primary and non-contributory endorsement using ISO form CG 20 0104 13, or a form at least as broad, evidencing that the policies are primary and noncontributing with any insurance or self-insurance that may be carried by the Sanitation District or other third parties, and that said insurance may not be canceled or materially changed except upon thirty(30) days written notice to the Authority and the Sanitation District. The policy or policies shall include a Products and Completed Operations endorsement using ISO form GC 2027(ed. 10/01) or a form at least as broad. (B) The Authority shall also require that workers' compensation benefits are secured by the Contractor as required by law, and provide an endorsement waiving all rights of subrogation against the Parties to this Agreement with regard to any workers' compensation claims, including any such claims against the Sanitation District. (C) Prior to the issuance of the Notice to Proceed to the Contractor,the Authority shall provide the Sanitation District with policies and endorsements naming the 4818-0 17-7"L1 Sanitation District as an additional insured for the general liability and automobile liability policies described above. (D) In addition, the Authority shall require its Contractor to obtain pollution liability insurance written on a claims-made or occurrence basis,that covers losses related to the release or the threatened release of pollutants into the environment arising out of or resulting from the Contractor's performance of the Project. The minimum limits of Pollution Liability shall be $2 million per occurrence/$2 million policy aggregate. When this coverage is provided under endorsement to the general liability policy, the $2 million per occurrence must be a sub-limit. The pollution liability policy shall also contain an Additional Insured endorsement and a primary and non-contributory endorsement naming the Parties to this Agreement. (E) If the Contractor maintains higher limits than any minimums above, the Sanitation District will be entitled to coverage for the higher limits maintained by the Contractor. 5. The Authority shall require that any and all labor and materials bonds and performance bonds required to be supplied by the Contractor for the Project shall include the Sanitation District as a named obligee, and Authority shall not release any bonds unless and until the Authority has determined, and the Sanitation District has concurred in writing, that the Modification has been successfully completed without damage or impact to Sanitation District facilities or operations. 4818-0 17-7 I.I Page 1 of9 ORANGE COUNTY TRANSPORTATION AUTHORITY UTILITY AGREEMENT District COUNTY ROUTE POST MILE EA PROJECT ID 12 Orange I-405 9.3-24.2 12-OH1000 1200000180 FEDERAL AID NUMBER OWNER'S PLAN NUMBER N/A N/A FEDERAL PARTICIPATION On the project ® YES ❑ NO On the Utilities ❑ YES ® NO UTILITY AGREEMENT NO. UK204405 DATE This Utility Agreement ("Agreement") is dated 2017 and is between the Orange County Transportation Authority("Authority") and the Orange County Sanitation District("Sanitation District"),which are sometimes referred to individually in this Agreement as a"party"or together as the"parties." The Authority in cooperation with the California Department of Transportation("Caltrans") is proposing to improve Interstate 405 between State Route 73 and Interstate 605 (the "Project"). The Authority and Caltrans have entered into Cooperative Agreement No. 12-697 relating to the Project under which Caltrans will provide Project oversight,the Authority will perform construction, and upon completion of the Project, Caltrans will continue to own and maintain the Interstate 405. The Sanitation District owns,operates, and maintains a regional sewerage system, including the sewerage facilities described in Exhibit A(the"Facilities"). The Facilities are within the limits of the Project. hi order to accommodate the Project,the Facilities must be modified by way of relocation or extended encasement(each a"Modification"). Any Modification plan must be approved by the Sanitation District prior to construction, and any Modification construction must be inspected by the Sanitation District. During construction of a Modification,temporary diversion of flow within the Facilities may be necessary to provide for the safe operation of the Sanitation District's sewerage system. The Authority and the Sanitation District intend by this Agreement to provide for the conditions under which the Authority may modify the Sanitation District's Facilities, and the Authority's payment to the Sanitation District of the Sanitation District's costs related to the Modification. Authority and Sanitation District therefore agree as follows: 1. MODIFICATION WORK a. Facility Modification. In accordance with the Relocation Claim Letter attached as Exhibit A dated August 24, 2015, the Authority may modify the Sanitation District's Facilities as generally shown on the Authority's preliminary engineering plans for the improvement of Interstate 405, EA 12-OH1000, subject to the written approval by the Sanitation District's General Manager(or his 4"8222&0010.14919080A UTILITY AGREEMENT(ConL) Page 2 of 9 UTILITY AGREEMENT NO. UK204405 designee) ("General Manager") of the final engineering plans and specifications (the"Plans"). b. Sanitation District's Approval of Plans. The Sanitation District's General Manager shall review the Plans, and will have sole discretion to and approve the Plans. It is anticipated by both parties that multiple reviews may be required for design approval. The Sanitation District shall make commercially reasonable efforts to review and provide any comments back to Authority within 30 days. The Sanitation District agrees not to unreasonably withhold its approval of Authority's design. Additionally, the Sanitation District agrees to provide a written notice requesting a review period extension in the event its review will extend beyond 30 calendar days. C. Deviation from Plans. Any deviations from the Plans must be proposed by the Authority under a Revised Notice to Owner. The Authority shall not commence any Modification work that deviates from the Plans prior to the Sanitation District's approval of the Revised Notice to Owner,which approval is subject to the Sanitation District's General Manager's sole discretion. The Sanitation District will use commercially reasonable efforts to review and approve revisions to the Plans within four weeks after their delivery to the Sanitation District and written acknowledgment of receipt. If additional time is required, Sanitation District shall provide Authority with a written notice identifying the additional time requested. d. Notification of Construction; Access. Authority shall advise the Sanitation District of the anticipated dates of construction of the Modification at least 30 days prior to the date of construction. The Sanitation District shall at all tunes have access to its Facilities, and the Authority and its contractor shall not restrict or obstruct the Sanitation District's access to the Facilities at any time. e. Ownership and Maintenance. Upon completion of the Modification work by the Authority, and the Sanitation District's final inspection and approval of the Modification, the Sanitation District shall accept ownership and maintenance of the modified Facilities. f. Property Rights Acquisition. Nothing in this Agreement is intended to waive or limit the Sanitation District's right tojust compensation for all Project-related uses of the Sanitation District's real or personal property. The Authority shall acquire any necessary property rights from the Sanitation District in accordance with state and federal law prior to undertaking construction of the Modification. 4ea8-222&0010.1 4919080A UTILITY AGREEMENT(Cont.) Page 3 of UTILITY AGREEMENT NO. UK204405 2. SANITATION DISTRICT'S COSTS. a. The Facilities are lawfully maintained in their present location and qualify for relocation or other Modification at Caltrans's expense under the provisions of Section 703 of the Streets and Highways Code. b. The Authority assumes all costs associated with the Modification, including Sanitation District's costs of plan review, inspection, and flow diversion. The Sanitation District does not benefit from the Project and therefore will have no liability for any costs arising out of or relating to any Modification of the Facilities under or in connection with this Agreement. C. The Sanitation District estimates that the cost of the Sanitation District's work under this Agreement will be$51,553.18("Estimated Sanitation District Costs"). 3. SANITATION DISTRICT'S INSPECTIONS AND DIVERSIONS. a. Sanitation District Inspection. The Sanitation District may inspect(and the Authority shall provide the Sanitation District with access to) any phase of the Modification work for the purpose of the Sanitation District's inspection to ensure that the work is in accordance with the specifications contained in the Plans and any related construction contract. The Sanitation District shall direct all questions regarding the Modification work to Authority's Resident Engineer for his or her evaluation and recommended disposition. b. Diversions. Upon the Authority's request,the Sanitation District's engineers shall analyze potential sewer diversion impacts using the Sanitation District's hydraulic model. Upon request and the Sanitation District's approval following the diversion analysis described in the prior sentence, the Sanitation District's field crew staff shall implement and monitor the temporary diversion, and then remove the diversion. C. Public Work. Inspections and field work described above in this Section 3 and performed by Sanitation District employees fall within the exception of Labor Code Section 1720(a)(1) and do not constitute a public work under Section 1720(a)(2)and are not subject to prevailing wages. 4. AUTHORITY'S PAYMENT FOR SANITATION DISTRICT COSTS. a. The Authority shall consumer the Modifications at no cost to the Sanitation District and shall pay Sanitation District for its Actual Costs (as defined in this section)of 4"8-222&0010.1 4919080A UTILITY AGREEMENT(Cont.) Page of UTILITY AGREEMENT NO. UK204405 (1) Administration of this Agreement (including planning, coordination, and communication with the Authority) and review and approval of the Plans (and any revisions to the Plans); (2) Inspection of the Modification construction; and (3) Analyzing,planning and implementing any sewer diversions necessitated by the Modification. b. "Actual Costs"means the total fully-burdened salaries,wages, and equipment costs including overhead and administration. C. It is understood and agreed that Authority will not pay for any betterment or increase in capacity of Sanitation District's facilities as part of this Agreement, and that any request by Sanitation District for changes in the Plans that involve any such betterment or increase in capacity shall, if Authority accepts such proposed changes,be paid for solely by Sanitation District. d. The Sanitation District shall not use any out-of-state personnel(or personnel requiring lodging and meal "per diem"expenses)for its plan review, inspection, or diversion work under this Agreement. C. All costs incurred by the Sanitation District as a result of the Authority's request of August 24, 2015 to review, study and/or prepare relocation plans and estimates for the Project may be billed pursuant to the terms and conditions of this Agreement. f. Billing Procedure. (1) Progress Bills. Not more frequently than once a month, but at least quarterly, Sanitation District will prepare and submit progress bills itemized for costs incurred not to exceed Sanitation District's recorded costs. The Sanitation District's itemized progress bill must be signed by an authorized official and prepared on the Sanitation District's letterhead, compiled on the basis of Actual Costs incurred and charged or allocated to the Modification in accordance with the policies of the Sanitation District that conform to the accounting principles generally accepted in the United States of America(GAAP) as applicable to governments. (2) Progress Payments. The Authority shall pay the Sanitation District within 45 days after receipt of the Sanitation District's progress bills. Payment of progress bills not to exceed 125%of the Estimated Sanitation District Costs may be made under the terms of this Agreement. The Authority shall pay progress bills that exceed 125% of the Estimated Sanitation 4"8222&0010.14919080A UTILITY AGREEMENT(Cont.) Page 5 of 9 UTILITY AGREEMENT NO. UK204405 District Costs only upon receipt and approval by Authority of documentation supporting the cost increase and after an amendment to this Agreement has been executed by the parties to this Agreement. (3) Sanitation District shall submit a final bill to Authority within 365 days after the completion of the Sanitation District's acceptance of the Modification described in Section 1. If Authority has not received a final bill within 365 days after notification of completion of the Modification, and Authority has delivered to Sanitation District fully executed Director's Deeds, Consents to Common Use or Joint Use Agreements for Sanitation District's facilities (if required), then Authority shall provide written notification to Sanitation District of its intent to close its file within 30 days. All remaining costs will be deemed to have been abandoned if not submitted to Authority for payment prior to such closure of the file. If Authority processes a final bill for payment first received from Sanitation District after closure of the file,payment of the late bill may be subject to allocation and/or approval by the Authority's Board of Directors. (4) The final billing must be in the form of an itemized statement of the total costs charged to the Project, less the credits provided for in this Agreement, and less any amounts covered by progress billings. However, Authority shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the Sanitation District and approval of that documentation by Authority. However, if the final bill exceeds the Sanitation District's estimated costs solely as the result of a revised Notice to Owner, then a copy of that revised Notice to Owner will suffice as documentation. In either case,payment of the amount over the Estimated Sanitation District's Cost may be subject to allocation and/or approval by the Authority Board of Directors. g. If the Parties anticipate that the Sanitation District's costs will exceed 125%of the Estimated Sanitation District Costs, then the parties shall negotiate in good faith an amendment to this Agreement prior to the payment of the Sanitation District's final bill. Any and all increases in costs that are the direct result of deviations from the work described in Section 1 of this Agreement shall have the prior concurrence of Authority and Sanitation District. h. Sanitation District shall retain detailed billing records for a period of three years from the date of the final payment, and will make the records available for audit by Authority, State and/or Federal auditors. The Sanitation District currently complies with State law applicable to sanitation districts and generally accepted accounting principles,which are generally consistent with existing Federal 4ea8-222&0010.1 4919080A UTILITY AGREEMENT(Cont.) Page b of 9 UTILITY AGREEMENT NO. UK204405 regulations. Upon notice from the Authority, the Sanitation District shall comply with any additional Federal regulations identified by the Authority as applicable to the Sanitation District's actions in connection with the Project under this agreement. 5. TERMINATION. If Authority's Project is canceled or modified so as to eliminate the need for the Modification, then the Authority will notify the Sanitation District in writing and any party may terminate this Agreement at any time prior to the commencement of construction of the Modification by providing 30 days written notice to the other party. The Authority shall pay the Sanitation District for all costs incurred up to the date of termination. The billing procedures in Section 5 shall survive the termination of this Agreement. 6. INSURANCE. The Authority shall incorporate within the contract documents for the Project a requirement for the contractor to obtain and keep in full force and effect throughout the life of the Project insurance naming the Sanitation District as an additional insured and in compliance with all insurance requirements in Exhibit B. 7. INDEMNITY. a. The Authority shall be responsible for all costs, expenses, losses, fines,penalties, civil administrative liabilities, and liabilities relating to the construction of any Modification, and shall indemnify, defend, and hold harmless the Sanitation District, its directors,officers, agents, and employees, from all claims, demands, actions,costs (including attorneys fees),liabilities, losses, damages, including claims for personal injury(including death)or property damages, penalties, fines, administrative civil liabilities, and/or remediation costs arising from or in any way associated with the following: (1) Construction of any Modification, including but not limited to trenching, backfill work above the pipe zone, and pavement work; (2) Any overflows or spills of wastewater arising out of or relating to the construction of any Modification; and (3) Any claims for sewer capacity by any former discharger to the Facilities that are impacted by any Modification. b. This indemnity provision will survive the termination of this Agreement. 4"8-222&0010.1 4919080A UTILITY AGREEMENT(Cont.) Page] of 9 UTILITY AGREEMENT NO. UK204405 g. GENERAL PROVISIONS. a. This Agreement contains the entire agreement between the parties concerning the Modification, except with respect to compensation for the Authority's use of any of the Sanitation District's property rights. Any amendment to this Agreement must be in a writing executed by both parties. b. Each party has participated in negotiating and drafting this Agreement, so if an ambiguity or a question of intent or interpretation arises,this Agreement is to be construed as if the parties had drafted it jointly. C. A waiver of any breach of any provision of this Agreement or of any failure to comply with any requirement of this Agreement will not be deemed a waiver of any other provision or requirement of this Agreement, and no waiver will be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act will not be deemed an extension of time for performance of any other obligation or act. d. Authority represents and warrants that no federal or California state funds will be used to pay Sanitation District under this Agreement. Sanitation District represents and warrants that it will not use federal or California state funds in order to perform any of its obligations under this Agreement. The Parties agree that they shall not seek or obtain payment or reimbursement from Caltrans for any work, cost, expense, fee, obligation or liability that arises under this Agreement. C. This Agreement will be executed in duplicate originals,one of which will be retained by each party. I. This Agreement will inure to the benefit of and will be binding upon the parties and their respective successors and assigns. g. This Agreement will be governed and construed in accordance with California law. h. Each party shall execute and deliver any instruments,and to perform any actions that may be necessary,or reasonably requested, in order to give full effect to this Agreement. i. The Sanitation District hereby delegates to its General Manager the authority to approve any deviations from the Plans, in his sole and absolute discretion, as contemplated in section I.e. 4"8-222&0010.1 4919080A UTILITY AGREEMENT(Cont.) Page 8 of 9 UTILITY AGREEMENT NO. UK204405 j. All notices or other communication must be in writing and be personally served or delivered by United States mail, or nationally-recognized overnight carrier addressed as follows,with a courtesy copy by email: Sanitation District: Authority: Orange County Sanitation District Orange County Transportation Authority 10844 Ellis Avenue 550 South Main Street Fountain Valley,CA 92708 P.O. Box 14184 Orange, CA 92863-1584 Mr. Rob Thompson Attn: Mr. Dennis Mak Director of Engineering Principal Contract Administrator Email: RThomnsonnocsd.com Email: DMak(docta.net Tel: 714-593-7310 Tel: 714-560-5446 Any party may,by notice to the others, designate a different address for notices which will be substituted for that specified above. Any notice given as provided in this section will be deemed to have been received, if personally served, as of the date and time of service, or if deposited in the mail as provided above, forty- eight(48)hours after deposit in the mail. Signatures on Following Page 4"8-222&0010.14919080A UTILITY AGREEMENT(ConL) Page 9 of 9 UTILITY AGREEMENT NO. UK204405 SIGNATURE PAGE TO UTILITY AGREEMENT NO. UK204405 IN WITNESS WHEREOF,the parties have executed this Agreement on the dates below. ORANGE COUNTY SANITATION ORANGE COUNTY DISTRICT TRANSPORTATION AUTHORITY, a public entity APPROVED APPROVED By: By: Gregory C. Sebourn, PLS Jim Beil Board Chair Executive Director, Capital Programs Date: Date: APPROVED AS TO FORM: APPROVED AS TO FORM: Lewis Brisbois Bisgaard& Smith, LLP By: By: Claire Hervey Collins Rick Rayl Special Counsel Special Counsel 4"8-222&0010.1 4919080A Exhibit A Relocation Claim Letter 49190819.v2 OCTA Boaao OFURECToaS August 24,2015 J[ WLaWway OCSD IO"oO°ch�` 10844 Ellis Avenue r e cw Fountain Valley,CA 92708 liv A.Barlett tw Attention: Mr.Rudy Davila '1itliw0o Project Mana er wecrmg Subject I405 Improvement Project(EA-0H1000) Relocation Claim Letter/Utility Conflicts $1eVa erl"w Utility ID No.OCSD4405 - Jxn Kafapvtl" Dear Mr. Davila: arena, ca,y"_male,arecro, The Orange County Transportation Authority(OCTA)in cooperation with Caltmns,proposes to improve the Interstate 405(1-405)from 1-605 to SR-73.The environmentally selected alternative A'"""', a,eem, includes reconfiguration of interchanges, intersections widening the freeway for general purpose Imes and re-striping various locations along the wrtidor. It is anticipated that the environmental approval will take lace this summer while OCTA continues the process ofpreliminary arecro, PP P P advancing engineering for utilities. lgiglrel WAtlo a m, Enclosed is one preliminary map covering OCSD conflict areas of the proposed I-405 Project. r a sW Your Company's facilities are within the proposed project area and may be affected by planned io ad construction. These plans are for your use in: ttiaru (1) Verifying your existing facilities as shown on the plans ua w (2) Completing your Conceptual Preliminary Relocation Plans T.Tm (3) Identifying related easement requirements o,.w (4) Developing your claim of liability F klpy D, W This is a freeway and all rights of access will be restricted. If the OCTA is liable for any portion G s T '"'" of your relocation costs,and if a consulting engineer will prepare any of your plans,a copy of the proposed agreement with your consultant must be furnished to this office as soon as possible. a1'aidnai0v""' Employment of a consultant for a fee based on a percentage of the relocation cost is not Ex acceptable. If desired,an example of atypical consultant agreement,along with the Certification of Consultant,will be furnished upon your request. MIEFExrL OrFICE Jon"m, It is the intent of the project to replace property rights"in kind"to existing terms. If easements cIne1E,�-,nlv olr are required to relocate your facilities,please delineate your needs on the plans.This information is necessary as soon as possible so your replacement easements can be planned for by the OCTA along with other lands required for this project. You may submit your easement requirements ahead of your overall conceptual preliminary relocation plans. Please submit the following information for review so a Preliminary Draft Utility Agreement can be prepared: 0.l County TransportationA d.* 556 SwM Main Sb t I P.O.Box 1418 l Orange I Calilomia W2 -15841(7/4)56n-OCTA(6282) Page 2 1. Two sets of your conceptual preliminary relocation plans with related easement requirements,if any,and any changes to the existing facilities as shown on the State's preliminary plans. 2. The date your existing facilities were installed. 3. Your occupancy rights for installation: A. Fee-owned land B. Easement(recorded) C. Easement(unrecorded) D. Prescriptive right E. Joint Use Agreement(JUA)or Consent to Common Use Agreement(CCUA) F. Franchise G. State Permit H. County Permit 1. City Permit J. Joint Pole Agreement K. Other(explain) Please provide a copy of your documentation to support your occupancy rights claim for A, B, C,D,or E above, 4. An itemized estimate of cost for the preparation of your conceptual preliminary relocation design so a Design based utility agreement can he prepared. 5. Your work will be performed by: A. Own forces B. Continuing contractor C. Competitive bid contract 6. Your liability claim: OCTA % OCSD % The Project is currently scheduled for construction start in the summer of 2017. Please submit your information to me by no later than September 25,2015. If you have any questions or require additional information,please feel free to contact me at(714)560-5406. Your Cooperation is greatly appreciated. Sincerely, M.Joseph Toolson OCTA Project Manager Enclosures: 1)Conflict Map(s) UNiY POViE iQOPa.Si VIOJER SHEET i E Of0 r22 905 m a �� 2 23 9 ® IMPAAYfMENi PROJECT — ,-reREo-cl�i� E cI EE -o� E m / OCTA . �y OPPNLE COVNiY _ TRANSPORTATION AUTHM17Y _ 550 SOUTH MAIN STREET ORANGE. CA S2863 5 S jY YT E / w Ex St R/W- e + £f: R W r L tv Imo: � w cx T _ _ P 58 ROUTE 405 i9 ti A — NE � v 1 Z S b i" 8 N SC 2 3 iGD BNB 'ROUTE 405 - — E> _+ a>W J s @7RD � . LL4NNL44�,�f '� T A �9 . r .:. 0 a \a y IT pp E � ,Eo CITY OF FOUNTAIN VALLEY - �I o P w G s UTILITY U -7 scnLE. i"=Too' - - - - — COJXTY POJi s POST MILES TOTPL 51 � _F _ i L PROJEQ SNEEi I_SHEETS 12, OTa 22 405_ _ ]9 J ® IMNAAVEMEN7 ��. PROJECTREGISTERED eivlL ENGINEER DATE OVlNPLAITS APPROVAL DATE - CIVIL ORAxGE COUNTY ••/. `F`„ F SyF y. TRAN$PORTATIOX AOTRGULTY SOUTHST ORANGE, CA 9286 3REET c / o TO � J o SEA ROUTE 405 LI T, w = a 170 1 1 8 5 6 1 r BO 1 2 3 9 5 6 ] 8 '^ LE W_N8 ROUTE 405 � 'S = _. r - r z _ s r a ! T - r -w 1 � I l IS GO T CITY OF FOUNTAIN VALLEY o 1FV2 . IR o UTILITY e U -8 � SCALE: 1"=100' Exhibit B Insurance Provisions 491%819.2 EXHIBIT B Insurance Requirements 1. The Authority shall be the lead agency under the California Environment Quality Act of 1970, California Public Resources Code § 21000 et seq. (CEQA), as amended, for the Project. 2. The Authority shall award a construction contract for the Project to a contractor appropriately registered and licensed to practice in the State of California, including with respect to performance and implementation of the work ("Contractor"). 3. The Authority shall be responsible for the award and administration and performance of the contract, including supervising the implementation of the Project and the Contractor's performance in accordance with the requirements,provisions and restrictions of the contract. The Authority shall diligently proceed with the contract award and Project commencement promptly following the execution of this Agreement. 4. The Authority shall incorporate within the contract documents for the Project a requirement for the Contractor to obtain and keep in fall force and effect throughout the life of the Project, for the mutual benefit of the Sanitation District and the Authority, a policy or policies of comprehensive,broad form, commercial general liability insurance written on ISO from CG 00 01, or a substitute form providing liability coverage at least as broad in the amount of$3,000,000 limit per occurrence with a$3,000,000 aggregate and automobile insurance against claims and liabilities for activities of the Contractor in the amount of$1,000,000 (combined single limit per occurrence). (A) The policy or policies will time the Sanitation District and their respective elected and appointed officials, officers, agents and employees as additional insureds using ISO form CG 2010 or CG 2033, or a form at least as broad and shall, additionally, contain language providing for waiver of subrogation. The policy or policies will include a primary and non-contributory endorsement using ISO form CG 20 0104 13, or a form at least as broad, evidencing that the policies are primary and noncontributing with any insurance or self-insurance that may be carried by the Sanitation District or other third parties, and that said insurance may not be canceled or materially changed except upon thirty(30) days written notice to the Authority and the Sanitation District. The policy or policies shall include a Products and Completed Operations endorsement using ISO form GC 2027(ed. 10/01) or a form at least as broad. (B) The Authority shall also require that workers' compensation benefits are secured by the Contractor as required by law, and provide an endorsement waiving all rights of subrogation against the Parties to this Agreement with regard to any workers' compensation claims, including any such claims against the Sanitation District. (C) Prior to the issuance of the Notice to Proceed to the Contractor,the Authority shall provide the Sanitation District with policies and endorsements naming the 4818-0 17-7"L1 Sanitation District as an additional insured for the general liability and automobile liability policies described above. (D) In addition, the Authority shall require its Contractor to obtain pollution liability insurance written on a claims-made or occurrence basis,that covers losses related to the release or the threatened release of pollutants into the environment arising out of or resulting from the Contractor's performance of the Project. The minimum limits of Pollution Liability shall be $2 million per occurrence/$2 million policy aggregate. When this coverage is provided under endorsement to the general liability policy, the $2 million per occurrence must be a sub-limit. The pollution liability policy shall also contain an Additional Insured endorsement and a primary and non-contributory endorsement naming the Parties to this Agreement. (E) If the Contractor maintains higher limits than any minimums above, the Sanitation District will be entitled to coverage for the higher limits maintained by the Contractor. 5. The Authority shall require that any and all labor and materials bonds and performance bonds required to be supplied by the Contractor for the Project shall include the Sanitation District as a named obligee, and Authority shall not release any bonds unless and until the Authority has determined, and the Sanitation District has concurred in writing, that the Modification has been successfully completed without damage or impact to Sanitation District facilities or operations. 4818-0 17-7 I.I Page 1 of9 ORANGE COUNTY TRANSPORTATION AUTHORITY UTILITY AGREEMENT District COUNTY ROUTE POST MILE EA PROJECT ID 12 Orange I-405 9.3-24.2 12-OH1000 1200000180 FEDERAL AID NUMBER OWNER'S PLAN NUMBER N/A N/A FEDERAL PARTICIPATION On the project ® YES ❑ NO On the Utilities ❑ YES ® NO UTILITY AGREEMENT NO. UK204406 DATE This Utility Agreement ("Agreement") is dated 2017 and is between the Orange County Transportation Authority("Authority") and the Orange County Sanitation District("Sanitation District"),which are sometimes referred to individually in this Agreement as a"party"or together as the"parties." The Authority in cooperation with the California Department of Transportation("Caltrans") is proposing to improve Interstate 405 between State Route 73 and Interstate 605 (the "Project"). The Authority and Caltrans have entered into Cooperative Agreement No. 12-697 relating to the Project under which Caltrans will provide Project oversight,the Authority will perform construction, and upon completion of the Project, Caltrans will continue to own and maintain the Interstate 405. The Sanitation District owns,operates, and maintains a regional sewerage system, including the sewerage facilities described in Exhibit A(the"Facilities"). The Facilities are within the limits of the Project. hi order to accommodate the Project,the Facilities must be modified by way of relocation or extended encasement(each a"Modification"). Any Modification plan must be approved by the Sanitation District prior to construction, and any Modification construction must be inspected by the Sanitation District. During construction of a Modification,temporary diversion of flow within the Facilities may be necessary to provide for the safe operation of the Sanitation District's sewerage system. The Authority and the Sanitation District intend by this Agreement to provide for the conditions under which the Authority may modify the Sanitation District's Facilities, and the Authority's payment to the Sanitation District of the Sanitation District's costs related to the Modification. Authority and Sanitation District therefore agree as follows: 1. MODIFICATION WORK a. Facility Modification. In accordance with the Relocation Claim Letter attached as Exhibit A dated July 30, 2015,the Authority may modify the Sanitation District's Facilities as generally shown on the Authority's preliminary engineering plans for the improvement of Interstate 405, EA 12-OH1o00, subject to the written approval by the Sanitation District's General Manager(or his designee) 493465160522.149190919 A UTILITY AGREEMENT(ConL) Page 2 of 9 UTILITY AGREEMENT NO. UK204406 ("General Manager") of the final engineering plans and specifications (the `Plans"). b. Sanitation District's Approval of Plans. The Sanitation District's General Manager shall review the Plans, and will have sole discretion to and approve the Plans. It is anticipated by both parties that multiple reviews may be required for design approval. The Sanitation District shall make commercially reasonable efforts to review and provide any comments back to Authority within 30 days. The Sanitation District agrees not to unreasonably withhold its approval of Authority's design. Additionally, the Sanitation District agrees to provide a written notice requesting a review period extension in the event its review will extend beyond 30 calendar days. C. Deviation from Plans. Any deviations from the Plans must be proposed by the Authority under a Revised Notice to Owner. The Authority shall not commence any Modification work that deviates from the Plans prior to the Sanitation District's approval of the Revised Notice to Owner,which approval is subject to the Sanitation District's General Manager's sole discretion. The Sanitation District will use commercially reasonable efforts to review and approve revisions to the Plans within four weeks after their delivery to the Sanitation District and written acknowledgment of receipt. If additional time is required, Sanitation District shall provide Authority with a written notice identifying the additional time requested. d. Notification of Construction; Access. Authority shall advise the Sanitation District of the anticipated dates of construction of the Modification at least 30 days prior to the date of construction. The Sanitation District shall at all threes have access to its Facilities, and the Authority and its contractor shall not restrict or obstruct the Sanitation District's access to the Facilities at any time. e. Ownership and Maintenance. Upon completion of the Modification work by the Authority, and the Sanitation District's final inspection and approval of the Modification, the Sanitation District shall accept ownership and maintenance of the modified Facilities. I. Property Rights Acquisition. Nothing in this Agreement is intended to waive or limit the Sanitation District's right tojust compensation for all Project-related uses of the Sanitation District's real or personal property. The Authority shall acquire any necessary property rights from the Sanitation District in accordance with state and federal law prior to undertaking construction of the Modification. 493465160522.149190919 A UTILITY AGREEMENT(Cont.) Page 3 of 9 UTILITY AGREEMENT NO. UK204406 2. SANITATION DISTRICT'S COSTS. a. The Facilities are lawfully maintained in their present location and qualify for relocation or other Modification at Caltrans's expense under the provisions of Section 703 of the Streets and Highways Code. b. The Authority assumes all costs associated with the Modification, including Sanitation District's costs of plan review, inspection, and flow diversion. The Sanitation District does not benefit from the Project and therefore will have no liability for any costs arising out of or relating to any Modification of the Facilities under or in connection with this Agreement. C. The Sanitation District estimates that the cost of the Sanitation District's work under this Agreement will be$52,277.68("Estimated Sanitation District Costs"). 3. SANITATION DISTRICT'S INSPECTIONS AND DIVERSIONS. a. Sanitation District Inspection. The Sanitation District may inspect(and the Authority shall provide the Sanitation District with access to) any phase of the Modification work for the purpose of the Sanitation District's inspection to ensure that the work is in accordance with the specifications contained in the Plans and any related construction contract. The Sanitation District shall direct all questions regarding the Modification work to Authority's Resident Engineer for his or her evaluation and recommended disposition. b. Diversions. Upon the Authority's request,the Sanitation District's engineers shall analyze potential sewer diversion impacts using the Sanitation District's hydraulic model. Upon request and the Sanitation District's approval following the diversion analysis described in the prior sentence, the Sanitation District's field crew staff shall implement and monitor the temporary diversion, and then remove the diversion. C. Public Work. Inspections and field work described above in this Section 3 and performed by Sanitation District employees fall within the exception of Labor Code Section 1720(a)(1) and do not constitute a public work under Section 1720(a)(2)and are not subject to prevailing wages. 4. AUTHORITY'S PAYMENT FOR SANITATION DISTRICT COSTS. a. The Authority shall consumer the Modifications at no cost to the Sanitation District and shall pay Sanitation District for its Actual Costs (as defined in this section)of 493465160522.149190919 A UTILITY AGREEMENT(Cont.) Page of UTILITY AGREEMENT NO. UK204406 (1) Administration of this Agreement (including planning, coordination, and communication with the Authority) and review and approval of the Plans (and any revisions to the Plans); (2) Inspection of the Modification construction; and (3) Analyzing,planning and implementing any sewer diversions necessitated by the Modification. b. "Actual Costs"means the total fully-burdened salaries,wages, and equipment costs including overhead and administration. C. It is understood and agreed that Authority will not pay for any betterment or increase in capacity of Sanitation District's facilities as part of this Agreement, and that any request by Sanitation District for changes in the Plans that involve any such betterment or increase in capacity shall, if Authority accepts such proposed changes,be paid for solely by Sanitation District. d. The Sanitation District shall not use any out-of-state personnel(or personnel requiring lodging and meal "per diem"expenses)for its plan review, inspection, or diversion work under this Agreement. C. All costs incurred by the Sanitation District as a result of the Authority's request of July 30,2015 to review, study and/or prepare relocation plans and estimates for the Project may be billed pursuant to the terns and conditions of this Agreement. f Billing Procedure. (1) Progress Bills. Not more frequently than once a month, but at least quarterly, Sanitation District will prepare and submit progress bills itemized for costs incurred not to exceed Sanitation District's recorded costs. The Sanitation District's itemized progress bill must be signed by an authorized official and prepared on the Sanitation District's letterhead, compiled on the basis of Actual Costs incurred and charged or allocated to the Modification in accordance with the policies of the Sanitation District that conform to the accounting principles generally accepted in the United States of America(GAAP) as applicable to governments. (2) Progress Payments. The Authority shall pay the Sanitation District within 45 days after receipt of the Sanitation District's progress bills. Payment of progress bills not to exceed 125%of the Estimated Sanitation District Costs may be made under the terms of this Agreement. The Authority shall pay progress bills that exceed 125% of the Estimated Sanitation District Costs only upon receipt and approval by Authority of 493465160522.149190919 A UTILITY AGREEMENT(ConL) Page 5 of 9 UTILITY AGREEMENT NO. UK204406 documentation supporting the cost increase and after an amendment to this Agreement has been executed by the parties to this Agreement. (3) Sanitation District shall submit a final bill to Authority within 365 days after the completion of the Sanitation District's acceptance of the Modification described in Section 1. If Authority has not received a final bill within 365 days after notification of completion of the Modification, and Authority has delivered to Sanitation District fully executed Director's Deeds, Consents to Common Use or Joint Use Agreements for Sanitation District's facilities (if required),then Authority shall provide written notification to Sanitation District of its intent to close its file within 30 days. All remaining costs will be deemed to have been abandoned if not submitted to Authority for payment prior to such closure of the file. If Authority processes a final bill for payment first received from Sanitation District after closure of the file,payment of the late bill may be subject to allocation and/or approval by the Authority's Board of Directors. (4) The final billing must be in the form of an itemized statement of the total costs charged to the Project, less the credits provided for in this Agreement, and less any amounts covered by progress billings. However, Authority shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the Sanitation District and approval of that documentation by Authority. However, if the final bill exceeds the Sanitation District's estimated costs solely as the result of a revised Notice to Owner,then a copy of that revised Notice to Owner will suffice as documentation. In either case,payment of the amount over the Estimated Sanitation District's Cost may be subject to allocation and/or approval by the Authority Board of Directors. g. If the Parties anticipate that the Sanitation District's costs will exceed 125%of the Estimated Sanitation District Costs, then the parties shall negotiate in good faith an amendment to this Agreement prior to the payment of the Sanitation District's final bill. Any and all increases in costs that are the direct result of deviations from the work described in Section 1 of this Agreement shall have the prior concurrence of Authority and Sanitation District. h. Sanitation District shall retain detailed billing records for a period of three years from the date of the final payment, and will make the records available for audit by Authority, State and/or Federal auditors. The Sanitation District currently complies with State law applicable to sanitation districts and generally accepted accounting principles,which are generally consistent with existing Federal regulations. Upon notice from the Authority, the Sanitation District shall comply 493465160522.149190919 A UTILITY AGREEMENT(Cont.) Page b of 9 UTILITY AGREEMENT NO. UK204406 with any additional Federal regulations identified by the Authority as applicable to the Sanitation District's actions in connection with the Project under this agreement. 5. TERMINATION. If Authority's Project is canceled or modified so as to eliminate the need for the Modification, then the Authority will notify the Sanitation District in writing and any party may terminate this Agreement at any time prior to the commencement of construction of the Modification by providing 30 days written notice to the other party. The Authority shall pay the Sanitation District for all costs incurred up to the date of termination. The billing procedures in Section 5 shall survive the termination of this Agreement. 6. INSURANCE. The Authority shall incorporate within the contract documents for the Project a requirement for the contractor to obtain and keep in full force and effect throughout the life of the Project insurance naming the Sanitation District as an additional insured and in compliance with all insurance requirements in Exhibit B. 7. INDEMNITY. a. The Authority shall be responsible for all costs, expenses, losses, fines,penalties, civil administrative liabilities, and liabilities relating to the construction of any Modification, and shall indemnify, defend, and hold hamiless the Sanitation District, its directors,officers, agents, and employees, from all claims, demands, actions,costs (including attorneys fees), liabilities, losses, damages, including claims for personal injury (including death)or property damages,penalties, fines, administrative civil liabilities, and/or remediation costs arising from or in any way associated with the following: (1) Construction of any Modification, including but not limited to trenching, backfill work above the pipe zone, and pavement work; (2) Any overflows or spills of wastewater arising out of or relating to the construction of any Modification; and (3) Any claims for sewer capacity by any former discharger to the Facilities that are impacted by any Modification. b. This indemnity provision will survive the termination of this Agreement. 493465160522.149190919 A UTILITY AGREEMENT(Cont.) Page] of 9 UTILITY AGREEMENT NO. UK204406 g. GENERAL PROVISIONS. a. This Agreement contains the entire agreement between the parties concerning the Modification, except with respect to compensation for the Authority's use of any of the Sanitation District's property rights. Any amendment to this Agreement must be in a writing executed by both parties. b. Each party has participated in negotiating and drafting this Agreement, so if an ambiguity or a question of intent or interpretation arises,this Agreement is to be construed as if the parties had drafted it jointly. C. A waiver of any breach of any provision of this Agreement or of any failure to comply with any requirement of this Agreement will not be deemed a waiver of any other provision or requirement of this Agreement, and no waiver will be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act will not be deemed an extension of time for performance of any other obligation or act. d. Authority represents and warrants that no federal or California state funds will be used to pay Sanitation District under this Agreement. Sanitation District represents and warrants that it will not use federal or California state funds in order to perform any of its obligations under this Agreement. The Parties agree that they shall not seek or obtain payment or reimbursement from Caltrans for any work, cost, expense, fee, obligation or liability that arises under this Agreement. C. This Agreement will be executed in duplicate originals,one of which will be retained by each party. I. This Agreement will inure to the benefit of and will be binding upon the parties and their respective successors and assigns. g. This Agreement will be governed and construed in accordance with California law. h. Each party shall execute and deliver any instruments,and to perform any actions that may be necessary,or reasonably requested, in order to give full effect to this Agreement. i. The Sanitation District hereby delegates to its General Manager the authority to approve any deviations from the Plans, in his sole and absolute discretion, as contemplated in section I.e. 493465160522.149190919 A UTILITY AGREEMENT(Cont.) Page 8 of 9 UTILITY AGREEMENT NO. UK204406 j. All notices or other communication must be in writing and be personally served or delivered by United States mail, or nationally-recognized overnight carrier addressed as follows,with a courtesy copy by email: Sanitation District: Authority: Orange County Sanitation District Orange County Transportation Authority 10844 Ellis Avenue 550 South Main Street Fountain Valley,CA 92708 P.O. Box 14184 Orange, CA 92863-1584 Mr. Rob Thompson Attn: Mr. Dennis Mak Director of Engineering Principal Contract Administrator Email: RThomnsonnocsd.com Email: DMak(docta.net Tel: 714-593-7310 Tel: 714-560-5446 Any party may,by notice to the others, designate a different address for notices which will be substituted for that specified above. Any notice given as provided in this section will be deemed to have been received, if personally served, as of the date and time of service, or if deposited in the mail as provided above, forty- eight(48)hours after deposit in the mail. Signatures on Following Page 483465160522.149190819 A UTILITY AGREEMENT(ConL) Page 9 of 9 UTILITY AGREEMENT NO. UK204406 SIGNATURE PAGE TO UTILITY AGREEMENT NO. UK204406 IN WITNESS WHEREOF,the parties have executed this Agreement on the dates below. ORANGE COUNTY SANITATION ORANGE COUNTY DISTRICT TRANSPORTATION AUTHORITY, a public entity APPROVED APPROVED By: By: Gregory C. Sebourn, PLS Jim Beil Board Chair Executive Director, Capital Programs Date: Date: APPROVED AS TO FORM: APPROVED AS TO FORM: Lewis Brisbois Bisgaard& Smith, LLP By: By: Claire Hervey Collins Rick Rayl Special Counsel Special Counsel 493465160522.149190919 A Exhibit A Relocation Claim Letter 49190819.v2 OCTA July 30,2015 BOARD OF DIRECTORS � 4 OCSD oa�nat 10844 Ellis Avenue vcw. Fountain Valley,CA 92708 u A B ff arena Attention: W.Rudy Davila Project Manager arena MichaNHauassey Subject: 1405 Improvement Project(EA-0H1000) - arteta Relocation Claim Utter/Utility Conflicts se�a.Ia� Utility ID No.OCSD4406 17rcccM xwlo Dear Mr.Davila: a,a�a OvyAM The Orange County Transportation Authority(OCFA)in coopcmfion with Caltrans,proposes a W to improve the Interstate 405 (I-405) from I-605 to SR-73. The environmentally selected Al Many alternative includes recorfigumtion of interchanges, intersections widening the freeway for awa general purpose lanes and r striping various locations along the corridor.It is anticipated that Hd.. the environmental approval will take place this summer while OCCA continues the process of arena advancing preliminary engineering for utilities. Myan wnm a W Enclosed is one preliminary map covering OCSD conflict areas of the proposed 1-405 ra snow Project arena Tooaspea Your Company's facilities are within the proposed project area and may be affected by planned w�cm, construction. These plans are for your use in: awe owm. (1) Verifying your existing facilities as shown on the plans Too Tad (2) Completing your Conceptual Preliminary Relocation Plans �ia (3) Identifying related easement requirements E�ay (4) Developing your claim of liability oreuw OayayT utnrerhomm This is a freeway and all rights of access will be restricted. If the OCTA is liable for any areas portion of your relocation costs,and if a consulting engineer will prepare any of your plans,a nyv� copy of the proposed agreement with your consultant must be furnished to this office as soon E.-O,yro,ua,,,aa as possible. Employment of a consultant for a fee based on a percentage of the relocation cost is not acceptable. If desired, an example of a typical consultant agreement, along with the Certification of Consultant,will be famished upon your request. CHIEF EXECUTIVE OFFICE aw�.IdaTo, It is the intent of the project to replace property rights"in kind"to existing terns. If easements chial E+� are required to relocate your facilities, please delineate your needs on the plans. This information is necessary as soon as possible so your replacement easements can be planned for by the OCFA along with other lands required for this project. You may submit your easement requirements ahead of your overall conceptual preliminary mlocation plans. Please submit the following information for review so a Preliminary Draft Utility Agreement can be prepared: OenW County Transportation Authority 550 South Main Sheet/P.O.Box 14184/Omn /CaII10HIa 92868-1564/(714)560-OCTA(6282) Page 2 1. Two sets of your conceptual preliminary relocation plans with related easement requirements,if any,and any changes to the existing facilities as shown on the State's preliminary plans. 2. The date your existing facilities were installed. 3. Your occupancy rights for installation: A. Fee-owned land B. Easement(recorded) C. Easement(unrecorded) D. Prescriptive right E. Joint Use Agreement(JUA)or Consent to Common Use Agreement(CCUA) F. Franchise - G. State Permit H. County Permit 1. City Permit J. Joint Pole Agreement K. Other(explain) Please provide a copy of your documentation to support your occupancy rights claim for A, B,C,D,or E above, 4. An itemized estimate of cost for the preparation of your conceptual preliminary relocation design so a Design based utility agreement can be prepared. 5. Your work will be performed by: A. Own forces B. Continuing contractor C. Competitive bid contract 6. Your liability claim: OCTA % OCSD The Project is currently scheduled for construction start in the summer of 2017. Please submit your information tome by no later than September 4,2015. If you have any questions or require additional information,please feel free to contact me at(714)560-5406. Your Cooperation is greatly appreciated. Sincerely, / M.Jasep� Toolso�� OCTA Project Manager Enclosures: 1)Conflict Map(s) Olst COVXTY PCVTE POST MILES SHEET TOTAL iOTPL PXOJECT . SHEETS 121 MRE Ora 22 405 eo. of . .. 'PROJECT m REGISTERED CIVIL E ENGINEER G E OCTA YrY_W✓ N PLANS APPROVAL DATE 1. mE nel£Ef uu,VY'l Rns \_EVPclvl A/ `„ a srrvrs sw.ec moE ae aesawnee-arvvcc `��e` c iaEw�o w.na�evarss a� n Ew Tr nas ou.sNccT. �"/ ORANGE COUNTY TRANSPORTATION AUTHORITY 550 SONTH MAIN STREET ORANGE, CA N2063 S7F-f'j J Z 41, 11 SEC (/tif Exist R/ Q9 TIyI w � � `0' z- so A. \ a l a ».E F F VALLEY '. CITY 0 OUNTAW > A LL _ i 1 i �a m S `c r f i crr7012 / FV P e_ P� r RC s UTILITY U -3 o SCALE: 1"-100' m I Exhibit B Insurance Provisions 491%819.2 EXHIBIT B Insurance Requirements 1. The Authority shall be the lead agency under the California Environment Quality Act of 1970, California Public Resources Code § 21000 et seq. (CEQA), as amended, for the Project. 2. The Authority shall award a construction contract for the Project to a contractor appropriately registered and licensed to practice in the State of California, including with respect to performance and implementation of the work ("Contractor"). 3. The Authority shall be responsible for the award and administration and performance of the contract, including supervising the implementation of the Project and the Contractor's performance in accordance with the requirements,provisions and restrictions of the contract. The Authority shall diligently proceed with the contract award and Project commencement promptly following the execution of this Agreement. 4. The Authority shall incorporate within the contract documents for the Project a requirement for the Contractor to obtain and keep in fall force and effect throughout the life of the Project, for the mutual benefit of the Sanitation District and the Authority, a policy or policies of comprehensive,broad form, commercial general liability insurance written on ISO from CG 00 01, or a substitute form providing liability coverage at least as broad in the amount of$3,000,000 limit per occurrence with a$3,000,000 aggregate and automobile insurance against claims and liabilities for activities of the Contractor in the amount of$1,000,000 (combined single limit per occurrence). (A) The policy or policies will time the Sanitation District and their respective elected and appointed officials, officers, agents and employees as additional insureds using ISO form CG 2010 or CG 2033, or a form at least as broad and shall, additionally, contain language providing for waiver of subrogation. The policy or policies will include a primary and non-contributory endorsement using ISO form CG 20 0104 13, or a form at least as broad, evidencing that the policies are primary and noncontributing with any insurance or self-insurance that may be carried by the Sanitation District or other third parties, and that said insurance may not be canceled or materially changed except upon thirty(30) days written notice to the Authority and the Sanitation District. The policy or policies shall include a Products and Completed Operations endorsement using ISO form GC 2027(ed. 10/01) or a form at least as broad. (B) The Authority shall also require that workers' compensation benefits are secured by the Contractor as required by law, and provide an endorsement waiving all rights of subrogation against the Parties to this Agreement with regard to any workers' compensation claims, including any such claims against the Sanitation District. (C) Prior to the issuance of the Notice to Proceed to the Contractor,the Authority shall provide the Sanitation District with policies and endorsements naming the 4818-0 17-7"L1 Sanitation District as an additional insured for the general liability and automobile liability policies described above. (D) In addition, the Authority shall require its Contractor to obtain pollution liability insurance written on a claims-made or occurrence basis,that covers losses related to the release or the threatened release of pollutants into the environment arising out of or resulting from the Contractor's performance of the Project. The minimum limits of Pollution Liability shall be $2 million per occurrence/$2 million policy aggregate. When this coverage is provided under endorsement to the general liability policy, the $2 million per occurrence must be a sub-limit. The pollution liability policy shall also contain an Additional Insured endorsement and a primary and non-contributory endorsement naming the Parties to this Agreement. (E) If the Contractor maintains higher limits than any minimums above, the Sanitation District will be entitled to coverage for the higher limits maintained by the Contractor. 5. The Authority shall require that any and all labor and materials bonds and performance bonds required to be supplied by the Contractor for the Project shall include the Sanitation District as a named obligee, and Authority shall not release any bonds unless and until the Authority has determined, and the Sanitation District has concurred in writing, that the Modification has been successfully completed without damage or impact to Sanitation District facilities or operations. 4818-0 17-7 I.I Page 1 of9 ORANGE COUNTY TRANSPORTATION AUTHORITY UTILITY AGREEMENT District COUNTY ROUTE POST MILE EA PROJECT ID 12 Orange I-405 9.3-24.2 12-OH1000 1200000180 FEDERAL AID NUMBER OWNER'S PLAN NUMBER N/A N/A FEDERAL PARTICIPATION On the project ® YES ❑ NO On the Utilities ❑ YES ® NO UTILITY AGREEMENT NO. UK204650 DATE This Utility Agreement ("Agreement') is dated 2017 and is between the Orange County Transportation Authority("Authority") and the Orange County Sanitation District("Sanitation District'),which are sometimes referred to individually in this Agreement as a"party"or together as the"parties." The Authority in cooperation with the California Department of Transportation("Caltrans") is proposing to improve Interstate 405 between State Route 73 and Interstate 605 ("Project'). The Authority and Caltrans have entered into Cooperative Agreement No. 12-697 relating to the Project under which Caltrans will provide Project oversight,the Authority will perform construction, and upon completion of the Project, Caltrans will continue to own and maintain the Interstate 405. The Sanitation District owns,operates, and maintains a regional sewerage system,including the sewerage facilities described in Exhibit A(each a"Facility"and any two or more are the "Facilities"). The Facilities are within the limits of the Project. In order to accommodate construction of the Project,protection of certain Facilities(which the Authority believes will not suffer any direct impact from the Project or its construction)requires cooperation between the Authority and the Sanitation District and, in some cases,may require additional mitigation measures not anticipated by the Authority to ensure that the Facilities are protected in place ("Protection Measures"). Any Protection Measures related to the Facilities as a result of the Project must be reviewed and approved by the Sanitation District prior to construction. Any construction over,under, or directly proximate to the Facilities must be inspected by the Sanitation District to ensure safe operation of the Sanitation District's sewerage systems. The Authority and the Sanitation District intend by this Agreement to provide for the conditions under which the Authority may build over,under, or within the zone of influence of the Facilities as reasonably determined by the Sanitation District and provides the approach by which the parties will cooperate to determine appropriate Protection Measures to protect the Facilities. This Agreement is also intended to facilitate the Authority's payment to the Sanitation District of the Sanitation District's costs related to the review,oversight, and inspection of the Project design as it relates to the Facilities,along with any plans for protection of the Facilities. The Authority and the Sanitation District therefore agree as follows: 1. PROTECTION WORK. 4049-34149%2.1 56067585.vg UTILITY AGREEMENT(ConL) Page 2 of 9 UTILITY AGREEMENT NO. UK204650 a. Facility Protection. In accordance with the Relocation Claim Letters attached as Exhibit A, dated March 10, 2015 and May 30, 2017,the Authority shall take such steps as are reasonably necessary to protect the Facilities for the improvement of Interstate 405, EA 12-OH1000, subject to the written approval by the Sanitation District's General Manager(or his designee) ("General Manager")of the final engineering plans and specifications(the"Plans"). b. Sanitation District's Approval of Plans. The Sanitation District's General Manager shall review the proposed Plans related to the Sanitation District's Facilities. The Sanitation District shall make commercially reasonable efforts to review and provide any comments back to Authority within 30 days. The Sanitation District agrees not to unreasonably withhold its approval of the Authority's design of required Protection Plans. Additionally,the Sanitation District agrees to provide a written notice requesting a review period extension in the event its review will extend beyond 30 calendar days. It is intended by the parties that for the purposes of this Agreement, the Sanitation District's review of the Authority's Plans will extend only to those portions of the Authority's Plans that the Sanitation District reasonably concludes may have an impact on one or more of the Facilities. C. Deviation from Plans. It is contemplated that the Plans may be revised due to concerns raised by either party regarding the method of protection proposed by the Authority. The Authority shall not commence any work that deviates from the Plans prior to the Sanitation District's approval,which approval is subject to the Sanitation District's General Manager's sole discretion. The Sanitation District will use commercially reasonable efforts to review and approve revisions to the Plans within 30 days after their delivery to the Sanitation District and written acknowledgment of receipt If additional time is required, the Sanitation District shall provide the Authority with a written notice identifying the additional time requested. d. If the Sanitation District reasonably determines that the proposed Protection Measures for any Facility will be insufficient to protect that Facility, and that modification of the Facility may be required to ensure its compatibility with the Authority's Project,then upon the Sanitation District's written notice to the Authority,the affected Facility will no longer be subject to this Agreement, and the parties will enter into a separate utility agreement concerning the potential modifications for that Facility. C. Notification of Construction, Access. The Authority shall advise the Sanitation District of the anticipated dates of construction activities related to the Plans at least 30 days prior to the date of construction. The Sanitation District shall at all 4049-34149%2.1 56067585.vg UTILITY AGREEMENT(Coat.) Page 3 of 9 UTILITY AGREEMENT NO. UK204650 times have access to its Facilities, and the Authority and its contractor shall not restrict or obstruct the Sanitation District's access to any Facility at any time. f. Ownership and Maintenance. Ownership and Maintenance of the Facilities will remain with the Sanitation District. Prior to the Authority's construction, and within 30 days after the Authority provides notice to do so,the Sanitation District will inspect each Facility by way of CCTV inspection or, if CCTV inspection is not feasible for a particular Facility,by way of other reasonable means of inspection. Upon completion of the construction by the Authority and removal of any temporary protective devices,the Sanitation District shall be provided reasonable time for final inspection of the Facilities to ensure systems have not suffered any damage as a result of the Project's construction. The Sanitation District shall provide written acceptance that the Facilities remain undamaged or generate a punchlist of necessary repair as a result of Project within 30 days of the Authority's request. The Authority shall be responsible for all damages arising out of its Project and shall perform all necessary repairs to any Facility within a reasonable time after notification by the Sanitation District,at the Authority's sole cost. g. Property Rights Acquisition.Nothing in this Agreement is intended to waive or limit the Sanitation District's right tojust compensation for all Project-related uses of the Sanitation District's real or personal property. The Authority shall acquire any necessary property rights from the Sanitation District in accordance with state and federal law prior to undertaking construction of the Project on the Sanitation District's property. The Sanitation District does not by this Agreement grant, convey,or transfer any rights to use of the Sanitation District's property and intends only to provide for the method of review and approval of plans, inspection,and reimbursement of the Sanitation District's costs. 2. SANITATION DISTRICT'S COSTS. a. The Facilities are lawfully maintained in their present location and qualify for protection at the Authority's expense under the provisions of Section 703 of the Streets and Highways Code. b. The Authority assumes all costs associated with the protection of any of the Facilities, including the Sanitation District's costs of plan review and inspection. The Sanitation District does not benefit from the Project and therefore will have no liability for any costs arising out of or relating to any protection of the Facilities under or in connection with this Agreement. C. The Sanitation District estimates that the cost of the Sanitation District's work under this Agreement will be$94,682.00("Estimated Sanitation District Costs"). 4049-34149%2.1 56067585m8 UTILITY AGREEMENT(ConL) Page of UTILITY AGREEMENT NO. UK204650 3. SANITATION DISTRICT'S INSPECTIONS . a. Sanitation District Inspection. The Sanitation District may inspect(and the Authority shall provide the Sanitation District with access to) any phase of the work for the purpose of the Sanitation District's inspection to ensure that the work is in accordance with the specifications contained in the Plans and any related construction contract. The Sanitation District shall direct all questions regarding the work to the Authority's Resident Engineer for his or her evaluation and recommended disposition. b. Public Work. Inspections and field work described above in this Section 3 and performed by Sanitation District employees fall within the exception of Labor Code Section 1720(a)(1) and do not constitute a public work under Section 1720(a)(2)and are not subject to prevailing wages. 4. AUTHORITY'S PAYMENT FOR SANITATION DISTRICT COSTS. a. The Authority shall construct any Protection Measures necessary for the Project at no cost to the Sanitation District and shall pay the Sanitation District for its Actual Costs(as defined in this section) of (1) Administration of this Agreement(including planning, coordination, and communication with the Authority) and review and approval of the Plans (and any revisions to the Plans); and (2) Inspection of the construction of any Protection Measures. b. "Actual Costs"means the total fully-burdened salaries,wages, and equipment costs including overhead and administration. C. It is understood and agreed that the Authority will not pay for any betterment or increase in capacity of the Sanitation District's facilities as part of this Agreement, and that any request by the Sanitation District for changes in the Plans that involve any such betterment or increase in capacity shall, if the Authority accepts such proposed changes,be paid for solely by the Sanitation District. d. The Sanitation District shall not use any out-of-state personnel (or personnel requiring lodging and meal "per diem"expenses)for its plan review, or inspection work under this Agreement. C. All costs incurred by the Sanitation District as a result of the Authority's Initial RCLs of March 10, 2015 to review plans for the Project may be billed pursuant to the terms and conditions of this Agreement. 4049-34149%2.1 56067585.vg UTILITY AGREEMENT(Cont.) Page 5 of 9 UTILITY AGREEMENT NO. UK204650 f Billing Procedure. (1) Progress Bills. Not more frequently than once a month, but at least quarterly,the Sanitation District will prepare and submit progress bills itemized for costs incurred not to exceed the Sanitation District's recorded costs. The Sanitation District's itemized progress bill must be signed by an authorized official and prepared on the Sanitation District's letterhead, compiled on the basis of Actual Costs incurred and charged or allocated to the plans related to the Facilities in accordance with the policies of the Sanitation District that conform to the accounting principles generally accepted in the United States of America(GAAP) as applicable to governments. (2) Progress Payments. The Authority shall pay the Sanitation District within 45 days after receipt of the Sanitation District's progress bills. Payment of progress bills not to exceed 125%of the Estimated Sanitation District Costs may be made under the terms of this Agreement. The Authority shall pay progress bills that exceed 125% of the Estimated Sanitation District Costs only upon receipt and approval by Authority of documentation supporting the cost increase and after an amendment to this Agreement has been executed by the parties to this Agreement. (3) The Sanitation District shall submit a final bill to the Authority within 365 days after the completion of the Sanitation District's acceptance of the construction described in Section 1. If the Authority has not received a final bill within 365 days after notification of completion of the work,then the Authority shall provide written notification to the Sanitation District of its intent to close its file within 30 days. All remaining costs will be deemed to have been abandoned if not submitted to the Authority for payment prior to such closure of the file. If the Authority processes a final bill for payment fast received from the Sanitation District after closure of the file,payment of the late bill may be subject to allocation and/or approval by the Authority's Board of Directors. (4) The final billing must be in the form of an itemized statement of the total costs charged to the Project, less any amounts covered by progress billings. However, the Authority shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the Sanitation District and approval of that documentation by the Authority. Payment of the amount over the Estimated Sanitation District Costs may be subject to allocation and/or approval by the Authority Board of Directors. 4049-34149%2.1 56067585.vg UTILITY AGREEMENT(ConL) Page 6 of 9 UTILITY AGREEMENT NO. UK204650 g. If the parties anticipate that the Sanitation District's costs will exceed 125%of the Estimated Sanitation District Costs,then the parties shall negotiate in good faith an amendment to this Agreement prior to the payment of the Sanitation District's final bill. Any and all increases in costs that are the direct result of deviations from the work described in Section 1 of this Agreement shall have the prior concurrence of the Authority and the Sanitation District. h. Sanitation District shall retain detailed billing records for a period of three years from the date of the final payment, and will make the records available for audit by Authority, State and/or Federal auditors. The Sanitation District currently complies with State law applicable to sanitation districts and generally accepted accounting principles,which are generally consistent with existing Federal regulations. Upon notice from the Authority, the Sanitation District shall comply with any additional Federal regulations identified by the Authority as applicable to the Sanitation District's actions in connection with the Project under this agreement. i. 5. TERMINATION. If the Authority's Project is canceled or modified so as to eliminate the need for the Protection of the Facilities, then the Authority will notify the Sanitation District in writing and any party may terminate this Agreement at any time prior to the commencement of construction by providing 30 days written notice to the other party. The Authority shall pay the Sanitation District for all costs incurred up to the date of termination. The billing procedures in Section 4 shall survive the termination of this Agreement. 6. INSURANCE. The Authority shall incorporate within the contract documents for the Project a requirement for the contractor to obtain and keep in full force and effect throughout the life of the Project insurance naming the Sanitation District as an additional insured and in compliance with all insurance requirements in Exhibit B. 7. INDEMNITY. a. The Authority shall be responsible for all costs, expenses, losses, fines,penalties, civil administrative liabilities, and liabilities relating to the construction or maintenance of the Project including any Protection Measure related to the Facilities, and shall indemnify, defend, and hold harmless the Sanitation District, its directors, officers, agents, and employees, from all claims, demands, actions, costs (including attorneys fees), liabilities, losses, damages, including claims for 4049-34149%2.1 56067585m8 UTILITY AGREEMENT(ConL) Page] of 9 UTILITY AGREEMENT NO. UK204650 personal injury(including death) or property damages,penalties, fines, administrative civil liabilities, and/or remediation costs arising from or in any way associated with the following: (1) Construction of any Protection Measure related to the Facilities, including but not limited to trenching, backfill work above the pipe zone, and pavement work; (2) Any overflows or spills of wastewater from the Facilities arising out of or relating to the construction of the Project; and (3) Any claims for sewer capacity by any former discharger to the Facilities that are impacted by any Protection Measure related to the Facilities. b. This indemnity provision will survive the termination of this Agreement. 8. GENERAL PROVISIONS. a. This Agreement contains the entire agreement between the parties concerning the protection of any of the Facilities, except with respect to compensation for the Authority's use of any of the Sanitation District's property rights. Any amendment to this Agreement must be in a writing executed by both parties. b. Each party has participated in negotiating and drafting this Agreement, so if an ambiguity or a question of intent or interpretation arises,this Agreement is to be construed as if the parties had drafted it jointly. C. A waiver of any breach of any provision of this Agreement or of any failure to comply with any requirement of this Agreement will not be deemed a waiver of any other provision or requirement of this Agreement, and no waiver will be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act will not be deemed an extension of time for performance of any other obligation or act. d. Authority represents and warrants that no federal or California state funds will be used to pay Sanitation District under this Agreement. Sanitation District represents and warrants that it will not use federal or California state funds in order to perform any of its obligations under this Agreement. The parties agree that they shall not seek or obtain payment or reimbursement from Caltrans for any work, cost, expense, fee, obligation or liability that arises under this Agreement. C. This Agreement will be executed in duplicate originals,one of which will be retained by each party. 4049-34149%2.1 56067585mg UTILITY AGREEMENT(Cont.) Page 8 of 9 UTILITY AGREEMENT NO. UK204650 f. This Agreement will inure to the benefit of and will be binding upon the parties and their respective successors and assigns. g. This Agreement will be governed and construed in accordance with California law. h. Each party shall execute and deliver any instruments,and to perform any actions that may be necessary, or reasonably requested, in order to give full effect to this Agreement. i. The Sanitation District hereby delegates to its General Manager the authority to approve any deviations from the Plans, in his sole and absolute discretion, as contemplated in section I.e. j. All notices or other communication must be in writing and be personally served or delivered by United States mail, or nationally-recognized overnight carrier addressed as follows,with a courtesy copy by email: Sanitation District: Authority: Orange County Sanitation District Orange County Transportation Authority 10844 Ellis Avenue 550 South Main Street Fountain Valley,CA 92708 P.O. Box 14184 Mr. Rob Thompson Orange, CA 92863-1584 Director of Engineering Attn: Mr. Dennis Mak Email: RThompson(aocsd.com Email: DMak(alocta.net Tel: 714-593-7310 Tel: 714-560-5446 Any party may,by notice to the others, designate a different address for notices which will be substituted for that specified above. Any notice given as provided in this section will be deemed to have been received, if personally served, as of the date and time of service, or if deposited in the mail as provided above, forty- eight(48)hours after deposit in the mail. Signatures on Following Page 4049-34149%2.1 56067585.vg UTILITY AGREEMENT(ConL) Page 9 of 9 UTILITY AGREEMENT NO. UK204650 SIGNATURE PAGE TO UTILITY AGREEMENT NO. UK204650 IN WITNESS WHEREOF,the parties have executed this Agreement on the dates below. ORANGE COUNTY SANITATION ORANGE COUNTY DISTRICT TRANSPORTATION AUTHORITY, a public entity APPROVED APPROVED By: By: Gregory C. Seboum, PLS Jim Beil Board Chair Executive Director, Capital Programs Date: Date: APPROVED AS TO FORM: APPROVED AS TO FORM: Lewis Brisbois Bisgaard& Smith, LLP By: By: Claire Hervey Collins Rick Rayl Special Counsel Special Counsel 4849-34149%2.1 56067585.v8 Exhibit A Relocation Claim Letters 56M7585A RFTI\ � i OCTA ?015 N.R 17 AMID: 50 March 10,2015 _ rr BOABDOFOWECTOBS M4,taiw,.vr 1RP-,Crrtlr)rll Sl cr.��xn OCSD D 10844 Ellis Avenue O:aA eameu Fountain Valley,CA 92708 arello. A,drewm Attention: Mr. Rudy Davila Iarecra Project Manager MlclrxV Hnnesey wrena Subject I405 Improvement Project(EA—0111000) Relocation Claim Utter/Utility Conflicts arecro. Utility ID No.OCSD1172 Dear Mr. Davila: Grecta Gr pia- The Orange County Transportation Authority(OCTA)in cooperation with Caltrans, proposes to improve the Interstate 405 (1-405) from 1-605 to SR-73. The environmentally selected Ao-.eciOr. alternative includes reconfiguration of interchanges, intersections widening the freeway for general purpose lanes and re-striping various locations along the corridor. It is anticipated that the environmental approval will take place this summer while OCTA continues the process of MgwlWOtlo advancing preliminary engineering for utilities. orenn rmsbw Enclosed is one preliminary map covering OCSD conflict areas of the proposed I-405 Project. roxro romswx Your Company's facilities are within the proposed project area and may be affected by planned arevo, construction. These plans are for your use in: �«nweS wl (1) Verifying your existing facilities as shown on the plans (2) Completing your Conceptual Preliminary Relocation Plans rO.nr r(Nttla (3) Identifying related easement requirements F.m4 un (4) Developing your claim of liability Ore m This is a freeway and all rights of access will be restricted. If the OCTA is liable for any portion c ywy r w k,o'nun, of your relocation costs, and if a consulting engineer will prepare any of your plans, a copy of the proposed agreement with your consultant must be furnished to this office as soon as r, possible. Employment of a consultant for a fee based on a percentage of the relocation cost is not acceptable. If desired, an example of a typical consultant agreement, along with the Certification of Consultant,will he furnished upon your request. CHIEFEXECUTMEOFFICE It is the intent of the project to replace property rights"in kind"to existing terms. If easements cn:nE. W.Oft . are required to relocate your facilities, please delineate your needs on the plans- This information is necessary as soon as possible so your replacement easements can be planned for by the OCTA along with other lands required for this project You may submit your easement requirements ahead of your overall conceptual preliminary relocation plans. Please submit the following information for review so a Preliminary Draft Utility Agreement can be prepared: Omn9e County Transportation Authonly 550 Sash Main S1n:et/PO.Box 14184/OmWe/California 92863-1584/(714)56D-OCTA(6282) Page 2 1. Two sets of your conceptual preliminary relocation plans with related easement requirements, if any, and any changes to the existing facilities as shown on the State's preliminary plans. 2. The date your existing facilities were installed. 3. Your occupancy rights for installation: A. Fee-owned land B. Easement(recorded) C. Easement(unrecorded) D. Prescriptive right E. Joint Use Agreement(JUA)or Consent to Common Use Agreement(CCUA) F. Franchise G. State Permit H. County Permit I. City Permit J. Joint Pole Agreement K. Other(explain) Please provide a copy of your documentation to support your occupancy rights claim for A, B, C,D,or E above, 4. An itemized estimate of cost for the preparation of your conceptual preliminary relocation design so a Design based utility agreement can be prepared. 5. Your work will be performed by: A. Own forces B. Continuing contractor C. Competitive bid contract 6. Your liability claim: OCTA % OCSD 0/6 The Project is currently scheduled for construction start in the summer of 2017. Please submit your information to me by no later than April 10,2015. If you have any questions or require additional information,please feel free to contact me at(714)560-5406. Your Cooperation is greatly appreciated. Sincerely, .Joseph Too son OCTA Project Manager Enclosures: 1) Conflict Map(s) Oi01 LWNiV qW}E PoSi NILES SXEETI TOTAL TOTAL PROJECT No. SXEETS 12 Ora 22.405 Ro.SmooFDo/x1.0 ® INPAOVEMfMi ®' /PROJECT flECISTERED CIVIL ENGINEER OATE 0 °A'a/ OVTM ® PLANS APPROVAL DATE "z I I )K 5]/IE LV La[/fOM'G FRIES M!/LEES ! � J.� / ( < 94 ew aGNrs sxa[[ .m/e[aesann�e rav elvl II I A � � )( 91 )K I[ttN/C/CN LpR AEY]]6 SG.WfO t.JP>*r. / ij 66CVy llW/ES Lf)H/S MIN SNEC) S'/ [[ { RCNTY O ANSPORTWATION AUTHORITY I r / rt`r , fl 1 N�[<` 530 SMITH MAIN STREET JEY j r /6y ! r V - "� ec� ORANOE� CA 92663 c ly -{ �' PROPOSED R/W r axDo"°` 2 _ , 5 / \ 1` OPOSED {2 m Ln ✓' x a6s a �N9 LmL '� o PROPOSED R/W ro n 7I I ¢w m C c \ \ I y UIL CITY OF COSTA MESA e ass vv v o6> "ELL 6PROPOSED R/W > w u 6 u r v Y Exist colo ,l. SPENCER Ava IJ LLLkkk _ � s N j \ x ~ 650 .. _. _. x 16— cNT 2 3 - __ d _.. 6 \\ 6 _.7 8 _- _.-9 _.610,.___ 2 3 4 6"IS a n E] _ Lr� \\ 6:6 x_ NB ROUTE 405 CITY Isfe' . �1 G I u _.. —�—i- Is _W 2 % V i L _r It OC C TY OF FOUOC I/I'1— i E . I ": A EYs+ R/W -.. S��S.Ix no ` 11 T � NE6 I I [[ T�' a m a � I _ xR UTILITY 2 v P.^A SCALE: i =100 CIS r� xV _.. USERNnYE >vuSER an anv[ nnxnvn erm[ ': ] uurt Donn Don icrr uuuoCo 9 ounce nnnnnnnnnnn 1-405 IMPROVEMENT PROJECT ORANGE COUNTY TRANSPORTATION AUTHORITY 550 South Main Street, Orange, CA 92863 OCTA May 30,2017 Orange County Sanitation District 10844 Ellis Avenue Fountain Valley,CA 92708 Attention: Mr. Rudy Davila Project Manager Subject: I-405 Improvement Project(EA—OH1000) Relocation Claim Letter/Uttlity Conflicts Utility ID No's: 1109,1112. 1114, 1115, 1171, 1172,1249,4400,4402,4403,4407, 4408,4650,6034,8097 Dear Mr.Davila: The Orange County Transportation Authority(OCTA)has been working closely with your office to develop a means of addressing utilities potentially impacted by the proposed Interstate 405 from Interstate 605 to State Route 73 (Project). In order to facilitate reviews of facilities owned by Orange County Sanitation District (OCSD) which have the potential to be impacted or require protection from construction activity, we are providing you with an additional Relocation Claim letter which addresses fifteen (15) separate facilities. Enclosed are preliminary maps covering these locations. These plans are for your use in: (1) Verifying your existing facilities as shown on the plans (2) Reviewing Protection Plans as required (3) Identifying related easement requirements For sewer systems within the Project area, it has been pre-determined by the Streets and Highways Code that cost liability falls upon the Project for protection of sewer facilities as a result of highway construction. Reviews and inspections may be requested by OCSD as a result of the Project which may include OCSD or other support staff. If a consulting engineer is planned to be used to represent and support your efforts for review of protection plans, a copy of the proposed agreement with your consultant is requested to be furnished to this office as soon as possible. Since this letter is being sent with regards to protection of your facilities only, we do not anticipate any property rights modifications. We request that you investigate the following to support our efforts going forward: �amias May 30, 2017 Page 2 1. Your occupancy rights for installation: A. Fee-owned land B. Easement(recorded) C. Easement(unrecorded) D. Prescriptive right E. Joint Use Agreement(JUA)or Consent to Common Use Agreement(CCUA) F. Franchise G. State Permit H. County Permit I. City Permit J. Joint Pole Agreement K. Other(explain) 2. Source of how your work will be performed to support this agreement: A. Own forces B. Continuing contractor C. Competitive bid contract. 3. Your liability claim for this protection work: OCTA 100% OCSD 0% Design for the Project is currently scheduled to begin summer 2017 and construction will start in early 2018. Please submit the information above as soon as available. If you have any questions or require additional information,please feel free to contact Joe Toolson at(714)560-5406. Your Cooperation is greatly appreciated. Sincerel111 / C/� f Joe Gallardo < Manager Real Property Enclosures: Conflict Maps cc: Jillian Gattuso,PMC Kendall Zirkel, OCTA Brent Scharnberg, Stadia Realty Di of coax rr ROUTE POST B. xE ET TorAL TOTAL PROJECT No. SHEETS NOTE 22.405$_ ABBREVIATIONS Ro.c/R..nxoamt u.t I . 12 Ora r3]. 1. FOR COMPLETE RIGHT OF WAY DATA AND ACCURATE ACCESS DATA,® IMPROVEMENT SEE RIGHT OF WAY RECORD MAPS AT DISTRICT OFFICE. AC ASBESTOS CONTAININGCMSD COSTA MESA SANITATION DISTRICT x PROJECT 2. LOCATIONS OF UTILITY FACILITIES SHOWN ON THESE PLANS CNCONN CONFLICT CONNE NUMBER REm sreREO mvO- ENGINEER Dare NDrsxer°�z ARE APPROXIMATE AND SHALL BE VERIFIED BY CONTRACTOR CTOR PRIOR TO CONSTRUCTION. CADLAC COUNTY SANITATION DISTRICTS OF ,A 4b LOS ANGELES COUNTY �/� /•��- gG 3. UTILITY OWNERSHIP ON THIS PROJECT: HE HIGH OV PRESSURE OCTA raft u PLANS APPROVAL DATE x PO, ^ CABLE - TIME WARNER CABLE/XO COMMUNICATIONS LBGO LONG BEACH GAS AND OIL LEGENDS mr sr<n a•cu rravxin mrn wnccxs ^ �P' LP LOW PRESSURE wecexn sxxl rmra acsvaarue/w > CIVIL ELECTRIC - SOUTHERN CALIFORNIA EDISON LT LEFT EXISTING avE ucuvecrw cane¢irss zr scawro +Ry"•, GAS - CITY OF SEAL BEACH/LONG BEACH GAS AND OIL/ MPWDSC METROPOLITAN WATER DISTRICT OF m+res a�txrs aex sixcr. SOUTHERN CALIFORNIA GAS SOUTHERN CALIFORNIA ELECTRICAL --e OR AN OE CODNTY OCSD ORANGE COUNTY SANITATION DISTRICT TRANSPOBITATI Ox AUTxOR I TY OIL - CHEVRON USA/PLAINS ALL AMERICAN PIPELINE/ OCWD ORANGE COUNTY WATER DISTRICT GAS -9 ssD SOUTH MAIN STREET CRIMSON PIPELINE OH OVERHEAD OIL --o ORANGE, CA 92903 PAAP PLAINS ALL AMERICAN PIPELINE SEWER - CITY OF COSTA MESA/CITY OF GARDEN GROVE/ PP POWER POLE SEWER CITY OFOF SEAL BEACH/CITY OF WESTMINSTER/ RPMP REINFORCED PLASTIC MORTAR PIPE COSTA MESA SANITATION DISTRICT/ RLASD ROSSMOOR/COS ALAMITOS SEWER DISTRICT TELEPHONE ---t— COUNTY SANITATION DISTRICTS OF LOS ANGELES COUNTY/ RT RIGHT R/W RIGHT OF WAY FOUNTAIN VALLEY/ COMMUNICATION ---tC- METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA SCE SOUTHERN CALIFORNIA EDISON MIDWAY CITY SANITATION DISTRICT/ SCR SOUTHERN CALIFORNIA GAS CABLE TELEVISION ----tv- ORANGE COUNTY SANITATION DISTRICT/ SW SEWER COND SEWE TELEPHONE CONDUIT WATER -—w— ROSSMOOR/COS ALAMITOS SEWER DISTRICT TV CABLE TELEVISION TELEPHONE - MCl/OWEST/SPRINT/ TWC TIME WARNER CABLE CONFLICT NO. TIME WARNER CABLE/FRONTIER/ VCP VITRIFIED CLAY PIPE EXISTING POLE ORANGE COUNTY WATER DISTRICT XO XO COMMUNICATIONS WATER - CITY OF GARDEN GROVE/CITY OF SEAL BEACH/ WOCWB WEST ORANGE COUNTY WATER BOARD CITY OF WESTMINSTER/FOUNTAIN VALLEY/ CITY OF COSTA MESA MESA CONSOLIDATED WATER/ORANGE COUNTY WATER DISTRICT ARMY CORPS OF ENGINEERS/ WEST ORANGE COUNTY WATER BOARD 4. CONTRACTOR SHALL FOLLOW THE CALTRANS "POLICY ON THE HIGH AND - \ LOW RISK UNDERGROUND FACILITIES" WITHIN HIGHWAY RIGHT OF WAY. Oil 5. SEE SHEETS U-40 THROUGH U-47 FOR A LIST OF UTILITIES IN CONFLICT WITH PROPOSED IMPROVEMENTS. 2 p d / 6. PROTECT IN PLACE ANY UTILITY (MANHOLE. ELECTRICAL SIGNALS. ELECTRICAL CABINETS. ETC. ) NEAR AREA OF CONSTRUCTION. IF ANY UTILITY IS DAMAGED DURING CONSTRUCTION THEN JI V wn 0 w uo $ IT IS REQUIRED THAT IT BE REPLACED IN KIND. � + BUT � • Q m 1I , u0 " o CITY OF COSTA MESA �� il1 , -ALL o _ _ _ _ _ _ _ _ _ _ _ - - - -T€ 4 _ _ _ _ _ _ _ _ _ I LL _ _ _ _ _ _ _ _ _ - - - T _ eN I m 11111 NB ROU�EA _ _ _ _ _ _ _ _ _ _ _ __ _ __ ______ _ __- ig - _ __-----__._. _ II d — _ UTILITY F U-1A so SCALE: 1 "=100' N � 4 0 BORDER LAST REVISED V2/2010 VSE RxAME Q(USEMAYE) WDEL 11. 1.1 Ea len no Fcp RELATIVE BORDER SCALE O 1 t 3 UNIT 2999 PROJECT NUMBER 8 PHASE 00000000001 OOH FILE EEO-0IA.Egu DATE PLO TED OT1111E.6 IS IN INCHES Diat c0uxrr RaurE POST NILES xEET TorAL TOTAL PROJECT = IMPROVEMERi No. SHEETS ' 2 NfO 22.40$ R0.6/RO.I.RO.r/Xt. M x ® PROJECT REGISTERED CIVIL ENGINEER DATE((ew�e'PASAp ra �/� / O BgG OCTA lft �� PLANS APPROVAL DA E ❑ F, THE STAJE 6�CA(/FOiN/A[N/TS R�F/EEBB P Oi ALENA SHA[[ MJA flESF0V5/BCE FOi A. CIVIL a, TK ALLl r OR Ld®(E2Ai55 CT SLANYEO �Ryr•.� LM/f5�/N/S R!N SKfI. ORANGE COUNTY TRANSPORTATION AUTXOfl IiY 550 SOUTH MAIN STREET ORANGE, CA 92863 CITY OF COSTA MESA U V NIII 4.1111 7 \ O 6 6 W F 1� 0 W w ° N SB &OUTS 405 z _ _ _ _ _ --- __ - - . ? o __ @2� :,,A T NB_ ROUTE 405_ ..- — — ...- ______ _ J r Z �— - - - V - - I il,l i F I m; a� - UTILITY UI so SCALE: 1 "=100' N a 4 0 BORDER LAST REVISED 7/2/2010 VSERNAME Q(U36HNAMEI IN NAME) Col-114t, xo Prcp NELATIVEI BORDER SCALE 0 1 t 3 UNIT 2999 PROJECT NUMBER 8 PHASE 00000000001 OON FILE 4U-02A.4n OATS PLOREO OJ/L/t016 S IN INCHES D16< couxrr ROUTE POST YILES xEET TorAL TOTAL PROJECT No. SHEETS 12 Ora 22.405 Ho.6rRo.I.xO.Trot. x ®® M IMpPAOV1E[pENTi _ I'OUI MEN REGISTERED CIVIL ENGINEER DATE((<Wtiee(OyA< OV� PLANS APPROVAL DATE S`\ L L ry/E STATE 6�CA(/FOiN/A[N/TS Fla, �F)L p IVIL Auexv�ae.1 i° a ssva�"s,pro �xRw cusp 0 U m+/cs�rHrs aex s�cT. ORANGE COUNTY Z rRANSPORTArION AUTXORITY 550 SOUTH MAIN STREET Z \\ o ORANGE. CA 92863 T L U v A xl III G ��ii I, I CHARLESTON St R om . m - --s— - ��� -- )_ DI GO OLT r \ \ --— --— -------------- — — C, SB ROUTE 405 _ \_ _ _ _ _ _ - _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ V- - _ _'A" LINE — __ _ _ _ -Nt ROWN 495_ _ I Is \ _ _ Exist W o�t 11_���c��� �,. UTILITY U--4A o0 SCALE: 1 "=100' N � 4 0 BORDER LAST REVISED V2/2O1O VSERxaME QN36HNAYEI IppEL xllE Coly 114t, xo Prcp RELATIVE BONDER SCALE 0 1 t 3 UNIT 2994 PROJECT NUMBER 8 PHASE 00000000001 OGN FILE q(USE AM GATE PLOTTED OT/L/tO16 IS IN INCHES Dief c0uxrr ROUTE POST NILEs xEET TorAL TOTAL PROJECT ® IMPAAVEMENi No. SHEETS 12 Ora 22.405 RD.6/RD.I.Rp.T/R1. ® PROJECT REGISTERED CIVIL ENGINEER DATE((°NOfi°°'OAS/p �/� /��O BgG OCTA raiI �1 PLANS APPROVAL DATE ry sTAIE I cA(rFOiN/A./IS J NIM1 U ] Oi ALENA SDB MTA NESP31•s/B j CIVIL r.lul LIIY, YOf miE` Os °ivrNaCtl°rs/rtEi�ss cr scawR 9Q^••, ® ORANGE COUNTY n 9 �y Ir T N5P0fliAiION AUTX0 ITY ORANGE. � O (--T P 0 ❑ Rfl 550 SOUTH MAIN STREET I_LJL, �LJICn 92063 Ep AD I �ITY� COST/ SALEI N p, m � L GARL INGFDRD �t e r{� �.—INDER6Y LONDO St � do _--. I �__ �_�«u•--- �rha-�-s scva-� ° - ° CHARLESTON�+ _—.� - -' _ ---_� __a—N 14 0•v -°min—++--ice- �`�� °� °—_ °nl�--- �alll �� � I n °--' I:� a — — — — — — — ' — —_— — — _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ `_ - - - - - e - - - - - - - - - - - - - - c�"'== — aJ�RBUFE-4 TI Q5 _ _ _ _ _ _ m — _ _ _ _ _ — _ _ _ — — z — — VT � O _ _ _ _ x BT��Y I I 11 mill jll'^�II — I UTILITY U-5A so SCALE: 1 "=100' N � 4 0 BORDER LAST REVISED V2/2010 USERNAME Q(U36HNAMEI ME xTE C°Iv Eden no Prro RELATIVE BORDER SCALE 0 1 t 3 UNIT 2999 PROJECT NUMBER 8 PHASE 00000000001 .ON FILE 4U-05A.4n pATE PLOREO OT/L/t016 IS IN INCHES Dief c0uxrr ROUTE POsr NILEs xEET TorAL TOTAL PROJECT No. SHEETS 12 Ora 22.405 Ro.6/RD.I.RD.TYR,. Cie 2 DATE(( ® IMPAAVEMENi ® PROJECT ♦ �/��/�� REGISTERED CIVIL ENGINEER DATE .9•w�•'OAS/ gp iiiYS Y r OCTA ral& a PLANS APPROVAL DATE VR� / 5 `"G1 °'� / \\\\ \ JNE STAJE O'LA(/FOiN/A LN/JS O¢/L£FS p CIVIL I ` `.�1\\ \ Oi ALFNII SHALL MJ A flF5PoV5/RE I., 9 a, 1ME ALLINALY GK LGYHEIFALSS Gl'S1-1 �R M ]6'0 JELL �:/•. pJ �✓� �' /� \• ) AV LM/F56/N/S RAN SKEL MaWt ORANGE COUNTY �•i 1 I° �FGL\ •r pF `J A•. ESA\1 \� 110N SOUTH AMAPN SAUT TREET ITY b v ,. �` \ \\ ORANGE. CA 92863 11 V { V �V�\� � � ° IA • / \� V°1 �� / A �� /� A \ AD AD GO lop �id'� U t� A �A• A . '6 EXIST NNW a = _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 0 v .. k • ` 11 ,.' 6iEEL \ \\t\ /II C C1 •// /�/ �i / CD CE .R TIM? — UTILITY U-6A so SCALE: 1 "=100' N � 4 0 BORDER LAST REVISED V2/2010 VGERNAME Q(U36HNAYE) MODEL NAIL 101v Ealen N0 10D RELATIVE BORDER SCALE 0 1 2 , UNIT 2999 PROJECT NUMBER 8 PHASE 00000000001 OGH FILE V-0OA.Ggn DATE PLOTTED OJ/14YZ016 IS IN INCHES Oief COGNTY RWTE POST MILES SHEET TOTAL TOTAL PROJECT Na. SHEETS 12 Ora 22,405 Ros/Roa,eooml.o Ct. DATE E 9 ® IMPAAVEMENi PROJECT \ /�/� �/� /�� REGISTERED CIVIL ENGINEER GATE �J \ V VTA YiYYW 1�1 • PLANS APPROVAL DATE eWP ✓ \\\/// `/ �� N9 x !K sTATE LY GL)FLAN/A LN/Ts�F/LEAS � 0. � / O / 9 LN ALSN155NA((AtlT 6E AF5GG/s/B(f fLN Vp,yPPCIV10rryx�fAa ALLINALY LN LLY'LE2K55 Lf SdM[O 'E 6 ulM" \^� J�✓.'y � ^ 2 sxY �,�,y LroiEs o�/x2s xax svEEr. ORANGE COUNTY _ p TflANSPORTATION AUTHORITY 550 MAIN STREET m OFgNDE GE. CA 92663 > w - w m RW,iI " w 91za � Dum >Li �o \ Y9 Ro n ♦1\ � ��c _ b� �� �\� O C111 +� ' CITY OF COSTA MESA HFV ill E Is+ 3 L,IR f9 Ate_—M - —I-- _---_—_— 0// O\ SPENC -- w Ave N _ _ _ _ — _ _ _ _ _ _ _ _ _ _ - _ _ — _ _ _ — _ _ _ _ _ PTE 425 — m GC LEIM i Br'R _ — s \ ; IT cx_n � ��� �� Q • x� vx C' a^ i'r c"-,z, Ir N �TY OF FOU TA1 -V EY \\ �\ �x j �•3 UTILITY / / u o ,Z SCALE: 1 --100' 0 BORDER LAST REVISED 7/2/2010 USENNAME =>(USERNME) MODEL HOME-> color ExiOY.xo Prcq RELATIVE BORDER SCALE o 1 z 5 UNIT 2994 PROJECT NUMBER & PHASE 00000000001 DOG EILE ->U-02.ayo 04E PLOTTED 0 01/1a/zols Is lu mcHEs Oie1 COGNTY ROUTE POST MILES SHEET TOTAL TOTAL PROJECT Na. SHEETS 12 Ora 22,405 Nos/Roa,ROoml.o CA* Iz.1nz9 = IMPROVEMENT PROJECT �/� REGISTERED CIVIL ENGINEER DATE fQ iY OCTA ratft /as pL<g5 APPROVAL DATE !K STATE LY GL)F[AN/A LN/TS. �P A,0, VI,Orxx enz /A4 A/ttYNAA�YALAL'N'LEIFK dM[O a'E 6 ulM" [YN/FS eY IN(S.1V SKfT. ORANGE COUNTY TflANSPORTATION AUTHORITY 550 SOUTH MAIN STREET ORANGE, CA 92663 zN�j �,z 4,gTcy 1I f j�Y7 11 ii .q &I Exisi*R/ v II / / Ex' /W � 11 z ro 'I,' OF FO IN VALLEY Exist R MTh 1 C� FV GC x-8016 DC \\ a ��r — UTILITY U-3 vo SCALE: T"=Too' alo 0 ROftOEft LAST REVISED T/vzmD VSERx>ME =>IVSEflNAME) MooEL TAKE-r molar Exley.xo Prcq RELATIVE BORDER SCALE o 1 z 5 UNIT 2994 PROJECT NUMBER & PHASE 00000000001 DGx EILE _>O-03.ayo DATE PLOTTED = ol/1ano16 Is Iu IN LEs Oie1 COGNTY RWTE POST MILES C SHEET TOTAL TOTAL PROJET Na. SHEETS 12 Ora 22,405 Nos/R07,B0oml.o ��• IzA nJ.9 ® IMPAAVEMENi PROJECT �/��/�� REGISTERED CIVIL ENGINEER AT fQ iY OCTA raAk L • PLANS APPROVAL DATE M �� > \JV \n v !K STATE LY GL)F[AN/A LN/TS�F/LEAS pPvDCIVI rDN f>'a AYNAL�YALN LmrYEIFK /�d.N"MRm °'E ,u, x, p�\ ORANGE COUNTY TRANSPORTATION AUTHORITY 550 SWTH MAIN STREET N STflEET / \ \\ \\ ORANGE, CA 92663 ��'.�� l � y I LA yo, r BARRY PI � TIMOTHY Ln \ \ `� 1 �!-- r I6 w v _ HEwB R/W LL - - -= - - - --_—o - - - - E _ _ _ - - -_____ -- - - -=—= - = = = = =- - - - � N- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ - _ _ _ _ _ _ _ _ _ _ _ _ _ - - - - - - _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ - _ \ — Exis s e 62 C IEC GE P,�� \�. v �� ✓y a� 9. e /J G IT 5 c TY ox k' TM1NSTE,R \ � � \ UTILITY U -11 vo SCALE: 1"=100' 0 BORDER LAST REVISED 7/22010 USERNAME =>(USERNME) IXOIL HA"-> E'lor Exist;No Pr<y RELATIVE BORDER SCALE 0 I z s UNIT 2994 PROJECT NUMBER & PHASE 00000000001 DOG EILE ->U-1I.ayn DATE PLOTTED => GinaTz " Is lu NCHEs Oie1 COGNTY ROUTE POST MILES SHEET TOTAL TOTAL PROJECT Na. SHEETS 12 Ora 22,405 Nos/Roa,BOoml.o CA* Iz.1nz9 = IMPROVEMENT PROJECT �/� REGISTERED CIVIL ENGINEER DATE fQ dd OCTA rat&- /as pL<g5 APPROVAL DATE !K STATE LY GL)F[AN/A LN/TS. �P A,0, C IVI>prAx enz lATA/ttYNALYALN L'N'LEIFKSN�S/�dM[O d'E VLM" [YN/FS eY IN(S FdN SKfT. ORANGE COUNTY TRANSPORTATION AUTHORITY 550 SOUTH MAIN STREET ORANGE, CA 92663 w EX16t R/W A N a A �L Exist R/W �`aww _ _ __ — — W m — _ _ _ _ __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ — _ __ _ _ _ — _ W LDI o N' N _ _ _ _ _ _ _ _ _NL� FROU-IIE-44t s E s+ R/W JIII _ 1 !,!,✓\ ASCADEV�n GC DC CITY OF HUNTINGTO B ACH _'a, " cxD TOAr M 3 lfl5a \tf WESTMINSTER -g I- 0 o ,fUNINCORPQRATED BEACH/MCFADDEN ISLAND "Fpo b UTILITY W U-14 l ��SFFaxti /,l SCALE: T"=Too' a o f o �3 A � o BORDER LAST REVISED 7/2/2010 USENNAME =>(USERNME) R:OEI xnLc-> molar ExieY.xo Prcq RELATIVE BORDER SCALE o 1 z 5 UNIT 2994 PROJECT NUMBER & PHASE 00000000001 DOG EILE ->U-14.ayo oATE PLOTTED => ol/1ano16 Is lu mcHEs Oie1 COGNTY ROUTE POST MILES C SHEET TOTAL TOTAL PROJET Na. SHEETS 12 Ora 22,405 Nos/R07,B0oml.o M r*• IzA nJ.9 ® IMPAAVEMENi PROJECT �/�� � REGISTERED CIVIL ENGINEER GATE fQ d/ OCTA raAk PLANS APPROVAL DATE +W ! STA/£G,GL".'A LN/IS"'LEAS �P sxA. I . GATA/LpNAAJ'Y L LYY'LE2KSi0.45/BLI ISR dR. C ['Cn/FS O°,N(S FdN SKfT. ORANGE COUNTY TRANSPORTATION AUTHORITY 550 SOUTH MAIN STREET ORANGE, CA 92663 O 6 ExI t R/A', \� O Ex! t R LD LJ O / O — IFEE _ TID, _ _ _ _ __ ___ _ ♦ P _ — Z N ZT— o Yam_ GOLDEN WEST Cir Cn W. UTILITY U -15 vo SCALE: 1"=100' 0 0 BORDER LAST REVISED 7/2/2010 USERNAME =>(USERNME) IXOIL "A"-> E'lor Exist;No Pr<y RELATIVE BORDER SCALE 0 1 z 5 UNIT 2994 PROJECT NUMBER & PHASE 00000000001 DON EILE ->U-IS.ayo DATE PLOTTED => D,na/zo15 Is lu m c.Es Oie1 C00NTY NOTE POST MILES SHEET TOTAL TOTAL PROJECT Na. SHEETS 12 Ora 22,405 Nos/Roa,RDo.x1.0 CA* Iz.1nz9 = IMPROVEMENT PROJECT REGISTERED CIVIL ENGINEER DATEx m fQ iY OCTA YiYYW pL<g5 APPROVAL DATE lK STATE LY GL)F[AN/A LKTTG. �P[vDC lVI,DrAx f nz lAT ATttYNA6�YALN ONAR FK dM[O V'E 6 ulM" [YN/FS eY IN(S.1V SKfT. 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SHEETS M raAkvLF- 12 Ora 22,405 Nos/Roa,BOoml.o CA* Iz.1nJ.9 x ®= IMPROVEMENT PROJECT Sq REGISTERED CIVIL ENGINEER GATE Q ocTA PLANS APPROVAL DATE +��VAa 5030 TK STATE sV GL/FLAN/A LN/TS�F/CESS p E C IVI \/\ LN A(SN15 SNALL Atli 6E NFSGG/5/BLf fLN q �/ �' 1K ALLWALY LN LYY'LEIFK55[Y SL1NkG T Q Tx/S xAV swET. of CFANGE COUNTY TflANSPORTAT1ON AUTHORITY 5 MAIN STflEET — ORANGE, CA 92863 1141 el DIN, �iTv of wEsrMtNSTEa �' 3 I Exist R/W LI +LO _ _ _ _ _ _ _ _ _ _ _ _ _ + - - - - - --_- - - - - - - - - - - - - - _ _ _ _ _ o z i __ _ V LL // NEyVF[t tea, ��1 L GC 0 �\\a / -� _ i'h PJ✓/tj� ��\. V � ���� �� p4' I AFl �:t \ ,ty\Y �P In /� .,a EXISt R/W X, � � UTILITY o U -19 ��,> SCALE: 1' =100' to N � o Q o BORDER LAST REVISED 7/2/2010 USENN>ME =>IG9EHNAMEI R:OEL xANZ-> Volcr EXIST,xo Prcq RELATIVE BORDER SCALE o 1 z 3 UNIT 2994 PROJECT NUMBER & PHASE 00000000001 OOR FILE _>U-19.ayo oATE PLOTTED => ol/1a/zo1I Is lu N .Es Exhibit B Insurance Provisions 56067585,9 EXHIBIT B Insurance Requirements 1. The Authority shall be the lead agency under the California Environment Quality Act of 1970, California Public Resources Code § 21000 et seq. (CEQA), as amended, for the Project. 2. The Authority shall award a construction contract for the Project to a contractor appropriately registered and licensed to practice in the State of California, including with respect to performance and implementation of the work ("Contractor"). 3. The Authority shall be responsible for the award and administration and performance of the contract, including supervising the implementation of the Project and the Contractor's performance in accordance with the requirements,provisions and restrictions of the contract. The Authority shall diligently proceed with the contract award and Project commencement promptly following the execution of this Agreement. 4. The Authority shall incorporate within the contract documents for the Project a requirement for the Contractor to obtain and keep in fall force and effect throughout the life of the Project, for the mutual benefit of the Sanitation District and the Authority, a policy or policies of comprehensive,broad form, commercial general liability insurance written on ISO from CG 00 01, or a substitute form providing liability coverage at least as broad in the amount of$3,000,000 limit per occurrence with a$3,000,000 aggregate and automobile insurance against claims and liabilities for activities of the Contractor in the amount of$1,000,000 (combined single limit per occurrence). (A) The policy or policies will time the Sanitation District and their respective elected and appointed officials, officers, agents and employees as additional insureds using ISO form CG 2010 or CG 2033, or a form at least as broad and shall, additionally, contain language providing for waiver of subrogation. The policy or policies will include a primary and non-contributory endorsement using ISO form CG 20 0104 13, or a form at least as broad, evidencing that the policies are primary and noncontributing with any insurance or self-insurance that may be carried by the Sanitation District or other third parties, and that said insurance may not be canceled or materially changed except upon thirty(30) days written notice to the Authority and the Sanitation District. The policy or policies shall include a Products and Completed Operations endorsement using ISO form GC 2027(ed. 10/01) or a form at least as broad. (B) The Authority shall also require that workers' compensation benefits are secured by the Contractor as required by law, and provide an endorsement waiving all rights of subrogation against the Parties to this Agreement with regard to any workers' compensation claims, including any such claims against the Sanitation District. (C) Prior to the issuance of the Notice to Proceed to the Contractor,the Authority shall provide the Sanitation District with policies and endorsements naming the 4818-0 17-7"L1 Sanitation District as an additional insured for the general liability and automobile liability policies described above. (D) In addition, the Authority shall require its Contractor to obtain pollution liability insurance written on a claims-made or occurrence basis,that covers losses related to the release or the threatened release of pollutants into the environment arising out of or resulting from the Contractor's performance of the Project. The minimum limits of Pollution Liability shall be $2 million per occurrence/$2 million policy aggregate. When this coverage is provided under endorsement to the general liability policy, the $2 million per occurrence must be a sub-limit. The pollution liability policy shall also contain an Additional Insured endorsement and a primary and non-contributory endorsement naming the Parties to this Agreement. (E) If the Contractor maintains higher limits than any minimums above, the Sanitation District will be entitled to coverage for the higher limits maintained by the Contractor. 5. The Authority shall require that any and all labor and materials bonds and performance bonds required to be supplied by the Contractor for the Project shall include the Sanitation District as a named obligee, and Authority shall not release any bonds unless and until the Authority has determined, and the Sanitation District has concurred in writing, that the Modification has been successfully completed without damage or impact to Sanitation District facilities or operations. 4818-0 17-7 I.I Page 1 of9 ORANGE COUNTY TRANSPORTATION AUTHORITY UTILITY AGREEMENT District COUNTY ROUTE POST MILE EA PROJECT ID 12 Orange I-405 9.3-24.2 12-OH1000 1200000180 FEDERAL AID NUMBER OWNER'S PLAN NUMBER N/A N/A FEDERAL PARTICIPATION On the project ® YES ❑ NO On the Utilities ❑ YES ® NO UTILITY AGREEMENT NO. UK208098 DATE This Utility Agreement ("Agreement") is dated 2017 and is between the Orange County Transportation Authority("Authority") and the Orange County Sanitation District("Sanitation District"),which are sometimes referred to individually in this Agreement as a"party"or together as the"parties." The Authority in cooperation with the California Department of Transportation("Caltrans") is proposing to improve Interstate 405 between State Route 73 and Interstate 605 (the "Project"). The Authority and Caltrans have entered into Cooperative Agreement No. 12-697 relating to the Project under which Caltrans will provide Project oversight,the Authority will perform construction, and upon completion of the Project, Caltrans will continue to own and maintain the Interstate 405. The Sanitation District owns,operates, and maintains a regional sewerage system, including the sewerage facilities described in Exhibit A(the"Facilities"). The Facilities are within the limits of the Project. hi order to accommodate the Project,the Facilities must be modified by way of relocation or extended encasement(each a"Modification"). Any Modification plan must be approved by the Sanitation District prior to construction, and any Modification construction must be inspected by the Sanitation District. During construction of a Modification,temporary diversion of flow within the Facilities may be necessary to provide for the safe operation of the Sanitation District's sewerage system. The Authority and the Sanitation District intend by this Agreement to provide for the conditions under which the Authority may modify the Sanitation District's Facilities, and the Authority's payment to the Sanitation District of the Sanitation District's costs related to the Modification. Authority and Sanitation District therefore agree as follows: 1. MODIFICATION WORK a. Facility Modification. In accordance with the Relocation Claim Letter attached as Exhibit A dated March 10, 2015, the Authority may modify the Sanitation District's Facilities as generally shown on the Authority's preliminary engineering plans for the improvement of Interstate 405, EA 12-OH1000, subject to the written approval by the Sanitation District's General Manager(or his 4838- %5-88%.149190819A UTILITY AGREEMENT(ConL) Page 2 of 9 UTILITY AGREEMENT NO. UK208098 designee) ("General Manager") of the final engineering plans and specifications (the"Plans"). b. Sanitation District's Approval of Plans. The Sanitation District's General Manager shall review the Plans, and will have sole discretion to and approve the Plans. It is anticipated by both parties that multiple reviews may be required for design approval. The Sanitation District shall make commercially reasonable efforts to review and provide any comments back to Authority within 30 days. The Sanitation District agrees not to unreasonably withhold its approval of Authority's design. Additionally, the Sanitation District agrees to provide a written notice requesting a review period extension in the event its review will extend beyond 30 calendar days. C. Deviation from Plans. Any deviations from the Plans must be proposed by the Authority under a Revised Notice to Owner. The Authority shall not commence any Modification work that deviates from the Plans prior to the Sanitation District's approval of the Revised Notice to Owner,which approval is subject to the Sanitation District's General Manager's sole discretion. The Sanitation District will use commercially reasonable efforts to review and approve revisions to the Plans within four weeks after their delivery to the Sanitation District and written acknowledgment of receipt. If additional time is required, Sanitation District shall provide Authority with a written notice identifying the additional time requested. d. Notification of Construction; Access. Authority shall advise the Sanitation District of the anticipated dates of construction of the Modification at least 30 days prior to the date of construction. The Sanitation District shall at all tunes have access to its Facilities, and the Authority and its contractor shall not restrict or obstruct the Sanitation District's access to the Facilities at any time. e. Ownership and Maintenance. Upon completion of the Modification work by the Authority, and the Sanitation District's final inspection and approval of the Modification, the Sanitation District shall accept ownership and maintenance of the modified Facilities. f. Property Rights Acquisition. Nothing in this Agreement is intended to waive or limit the Sanitation District's right tojust compensation for all Project-related uses of the Sanitation District's real or personal property. The Authority shall acquire any necessary property rights from the Sanitation District in accordance with state and federal law prior to undertaking construction of the Modification. 483"%5-88%.149190819A UTILITY AGREEMENT(Cont.) Page 3 of UTILITY AGREEMENT NO. UK208098 2. SANITATION DISTRICT'S COSTS. a. The Facilities are lawfully maintained in their present location and qualify for relocation or other Modification at Caltrans's expense under the provisions of Section 703 of the Streets and Highways Code. b. The Authority assumes all costs associated with the Modification, including Sanitation District's costs of plan review, inspection, and flow diversion. The Sanitation District does not benefit from the Project and therefore will have no liability for any costs arising out of or relating to any Modification of the Facilities under or in connection with this Agreement. C. The Sanitation District estimates that the cost of the Sanitation District's work under this Agreement will be$51,553.18("Estimated Sanitation District Costs"). 3. SANITATION DISTRICT'S INSPECTIONS AND DIVERSIONS. a. Sanitation District Inspection. The Sanitation District may inspect(and the Authority shall provide the Sanitation District with access to) any phase of the Modification work for the purpose of the Sanitation District's inspection to ensure that the work is in accordance with the specifications contained in the Plans and any related construction contract. The Sanitation District shall direct all questions regarding the Modification work to Authority's Resident Engineer for his or her evaluation and recommended disposition. b. Diversions. Upon the Authority's request,the Sanitation District's engineers shall analyze potential sewer diversion impacts using the Sanitation District's hydraulic model. Upon request and the Sanitation District's approval following the diversion analysis described in the prior sentence, the Sanitation District's field crew staff shall implement and monitor the temporary diversion, and then remove the diversion. C. Public Work. Inspections and field work described above in this Section 3 and performed by Sanitation District employees fall within the exception of Labor Code Section 1720(a)(1) and do not constitute a public work under Section 1720(a)(2)and are not subject to prevailing wages. 4. AUTHORITY'S PAYMENT FOR SANITATION DISTRICT COSTS. a. The Authority shall consumer the Modifications at no cost to the Sanitation District and shall pay Sanitation District for its Actual Costs (as defined in this section)of 483"%5-88%.149190819A UTILITY AGREEMENT(Cont.) Page of UTILITY AGREEMENT NO. UK208098 (1) Administration of this Agreement(including planning,coordination,and communication with the Authority) and review and approval of the Plans (and any revisions to the Plans); (2) Inspection of the Modification construction; and (3) Analyzing,planning and implementing any sewer diversions necessitated by the Modification. b. "Actual Costs"means the total fully-burdened salaries,wages, and equipment costs including overhead and administration. C. It is understood and agreed that Authority will not pay for any betterment or increase in capacity of Sanitation District's facilities as part of this Agreement, and that any request by Sanitation District for changes in the Plans that involve any such betterment or increase in capacity shall, if Authority accepts such proposed changes,be paid for solely by Sanitation District. d. The Sanitation District shall not use any out-of-state personnel(or personnel requiring lodging and meal "per diem"expenses)for its plan review, inspection, or diversion work under this Agreement. C. All costs incurred by the Sanitation District as a result of the Authority's request of March 10, 2015 to review, study and/or prepare relocation plans and estimates for the Project may be billed pursuant to the terms and conditions of this Agreement. f. Billing Procedure. (1) Progress Bills. Not more frequently than once a month, but at least quarterly, Sanitation District will prepare and submit progress bills itemized for costs incurred not to exceed Sanitation District's recorded costs. The Sanitation District's itemized progress bill must be signed by an authorized official and prepared on the Sanitation District's letterhead, compiled on the basis of Actual Costs incurred and charged or allocated to the Modification in accordance with the policies of the Sanitation District that conform to the accounting principles generally accepted in the United States of America(GAAP) as applicable to governments. (2) Progress Payments. The Authority shall pay the Sanitation District within 45 days after receipt of the Sanitation District's progress bills. Payment of progress bills not to exceed 125%of the Estimated Sanitation District Costs may be made under the terms of this Agreement. The Authority shall pay progress bills that exceed 125% of the Estimated Sanitation 483"%5-88%.149190819A UTILITY AGREEMENT(Cont.) Page 5 of 9 UTILITY AGREEMENT NO. UK208098 District Costs only upon receipt and approval by Authority of documentation supporting the cost increase and after an amendment to this Agreement has been executed by the parties to this Agreement. (3) Sanitation District shall submit a final bill to Authority within 365 days after the completion of the Sanitation District's acceptance of the Modification described in Section 1. If Authority has not received a final bill within 365 days after notification of completion of the Modification, and Authority has delivered to Sanitation District fully executed Director's Deeds, Consents to Common Use or Joint Use Agreements for Sanitation District's facilities (if required),then Authority shall provide written notification to Sanitation District of its intent to close its file within 30 days. All remaining costs will be deemed to have been abandoned if not submitted to Authority for payment prior to such closure of the file. If Authority processes a final bill for payment first received from Sanitation District after closure of the file,payment of the late bill may be subject to allocation and/or approval by the Authority's Board of Directors. (4) The final billing must be in the form of an itemized statement of the total costs charged to the Project, less the credits provided for in this Agreement, and less any amounts covered by progress billings. However, Authority shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the Sanitation District and approval of that documentation by Authority. However, if the final bill exceeds the Sanitation District's estimated costs solely as the result of a revised Notice to Owner, then a copy of that revised Notice to Owner will suffice as documentation. In either case,payment of the amount over the Estimated Sanitation District's Cost may be subject to allocation and/or approval by the Authority Board of Directors. g. If the Parties anticipate that the Sanitation District's costs will exceed 125%of the Estimated Sanitation District Costs,then the parties shall negotiate in good faith an amendment to this Agreement prior to the payment of the Sanitation District's final bill. Any and all increases in costs that are the direct result of deviations from the work described in Section 1 of this Agreement shall have the prior concurrence of Authority and Sanitation District. h. Sanitation District shall retain detailed billing records for a period of three years from the date of the final payment, and will make the records available for audit by Authority, State and/or Federal auditors. The Sanitation District currently complies with State law applicable to sanitation districts and generally accepted accounting principles,which are generally consistent with existing Federal 483"%5-88%.149190819A UTILITY AGREEMENT(Cont.) Page b of 9 UTILITY AGREEMENT NO. UK208098 regulations. Upon notice from the Authority, the Sanitation District shall comply with any additional Federal regulations identified by the Authority as applicable to the Sanitation District's actions in connection with the Project under this agreement. 5. TERMINATION. If Authority's Project is canceled or modified so as to eliminate the need for the Modification, then the Authority will notify the Sanitation District in writing and any party may terminate this Agreement at any time prior to the commencement of construction of the Modification by providing 30 days written notice to the other party. The Authority shall pay the Sanitation District for all costs incurred up to the date of termination. The billing procedures in Section 5 shall survive the termination of this Agreement. 6. INSURANCE. The Authority shall incorporate within the contract documents for the Project a requirement for the contractor to obtain and keep in full force and effect throughout the life of the Project insurance naming the Sanitation District as an additional insured and in compliance with all insurance requirements in Exhibit B. 7. INDEMNITY. a. The Authority shall be responsible for all costs, expenses, losses, fines,penalties, civil administrative liabilities, and liabilities relating to the construction of any Modification, and shall indemnify, defend, and hold harmless the Sanitation District, its directors,officers, agents, and employees, from all claims, demands, actions,costs (including attorneys fees),liabilities, losses, damages, including claims for personal injury(including death)or property damages, penalties, fines, administrative civil liabilities, and/or remediation costs arising from or in any way associated with the following: (1) Construction of any Modification, including but not limited to trenching, backfill work above the pipe zone, and pavement work; (2) Any overflows or spills of wastewater arising out of or relating to the construction of any Modification; and (3) Any claims for sewer capacity by any former discharger to the Facilities that are impacted by any Modification. b. This indemnity provision will survive the termination of this Agreement. 483"%5-88%.149190819A UTILITY AGREEMENT(Cont.) Page] of 9 UTILITY AGREEMENT NO. UK208098 8. GENERAL PROVISIONS. a. This Agreement contains the entire agreement between the parties concerning the Modification, except with respect to compensation for the Authority's use of any of the Sanitation District's property rights. Any amendment to this Agreement must be in a writing executed by both parties. b. Each party has participated in negotiating and drafting this Agreement, so if an ambiguity or a question of intent or interpretation arises,this Agreement is to be construed as if the parties had drafted it jointly. C. A waiver of any breach of any provision of this Agreement or of any failure to comply with any requirement of this Agreement will not be deemed a waiver of any other provision or requirement of this Agreement, and no waiver will be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act will not be deemed an extension of time for performance of any other obligation or act. d. Authority represents and warrants that no federal or California state funds will be used to pay Sanitation District under this Agreement. Sanitation District represents and warrants that it will not use federal or California state funds in order to perform any of its obligations under this Agreement. The Parties agree that they shall not seek or obtain payment or reimbursement from Caltrans for any work, cost, expense, fee, obligation or liability that arises under this Agreement. C. This Agreement will be executed in duplicate originals,one of which will be retained by each party. I. This Agreement will inure to the benefit of and will be binding upon the parties and their respective successors and assigns. g. This Agreement will be governed and construed in accordance with California law. h. Each party shall execute and deliver any instruments,and to perform any actions that may be necessary,or reasonably requested, in order to give full effect to this Agreement. i. The Sanitation District hereby delegates to its General Manager the authority to approve any deviations from the Plans, in his sole and absolute discretion, as contemplated in section I.e. 483"%5-88%.149190819A UTILITY AGREEMENT(Cont.) Page 8 of 9 UTILITY AGREEMENT NO. UK208098 j. All notices or other communication must be in writing and be personally served or delivered by United States mail, or nationally-recognized overnight carrier addressed as follows,with a courtesy copy by email: Sanitation District: Authority: Orange County Sanitation District Orange County Transportation Authority 10844 Ellis Avenue 550 South Main Street Fountain Valley,CA 92708 P.O. Box 14184 Orange, CA 92863-1584 Mr. Rob Thompson Attn: Mr. Dennis Mak Director of Engineering Principal Contract Administrator Email: RThomnsonnocsd.com Email: DMak(docta.net Tel: 714-593-7310 Tel: 714-560-5446 Any party may,by notice to the others, designate a different address for notices which will be substituted for that specified above. Any notice given as provided in this section will be deemed to have been received, if personally served, as of the date and time of service, or if deposited in the mail as provided above, forty- eight(48)hours after deposit in the mail. Signatures on Following Page 483"%5-88%.149190819A UTILITY AGREEMENT(ConL) Page 9 of 9 UTILITY AGREEMENT NO. UK208098 SIGNATURE PAGE TO UTILITY AGREEMENT NO. UK208098 IN WITNESS WHEREOF,the parties have executed this Agreement on the dates below. ORANGE COUNTY SANITATION ORANGE COUNTY DISTRICT TRANSPORTATION AUTHORITY, a public entity APPROVED APPROVED By: By: Gregory C. Sebourn, PLS Jim Beil Board Chair Executive Director, Capital Programs Date: Date: APPROVED AS TO FORM: APPROVED AS TO FORM: Lewis Brisbois Bisgaard& Smith, LLP By: By: Claire Hervey Collins Rick Rayl Special Counsel Special Counsel 483"%5-88%.149190819A Exhibit A Relocation Claim Letter 49190819.v2 .t OCTA ml March 10,2015 BOARD OF DIRECTORS ^r ,IIJ�J ARW mar OCSD Lon Doachak u Chak 10844 Ellis Avenue Lsa A.rumen Fountain Valley,CA 92708 [I,.. Attention: Mr. Rudy Davila Project Manager { M`a'"wed Subject: I-405 Improvement Project(EA—011000) _ sre�ea�es Relocation Claim I.ctter/UtiOty Conflicts areno. Utility ID No.OCSD8098 4k"IOL'onrs Da no. Dear Mr. Davila: owyAxula� The Orange County Transportation Authority OCTA m cooperation with Caltrans, proposes to cwxr", 8 tY Po ty(OCTA) Pe improve the Interstate 405 (1405) from 1-605 to SR-73. The environmentally selected ay alternative includes reconfiguration of interchanges, intersections widening the freeway for general purpose lanes and re-striping various locations along the corridor. It is anticipated that sna."�W the environmental approval will take place this summer while OCTA continues the process of wel wxoo advancing preliminary engineering for utilities. wrecro. Rm snaw Enclosed is one preliminary map covering OCSD conflict areas of the proposed I-405 Project. c ro. Your Company's facilities are within the proposed project area and may be affected by planned iotltl construction. These plans are for your use in: ""n'etksren aatro (1) Verifying your existing facilities as shown on the plans (2) Completing your Conceptual Preliminary Relocation Plans rom ran (3) Identifying related easement requirements arearo. (4) Developing your claim of liability F2nk Ury presto. This is a freeway and all rights of access will be restricted. If the OCTA is liable for any portion cregoyT wimetonom pream. of your relocation costs, and if a consulting engineer will prepare any of your plans, a copy of the proposed agreement with your consultant must be furnished to this office as soon as man CAanO"ta" possible. Employment of a consultant for a fee based on a percentage of the relocation cost is not acceptable. If desired, an example of a typical consultant agreement, along with the Certification of Consultant,will be furnished upon your request. CHIEF EXECUTIVE OFFICE It is the intent of the project to replace property rights"in kind"to existing terms. If easements cn.�lE=a Mon, are required to relocate your facilities, please delineate your needs on the plans. This information i5 necessary as soon as possible so your replacement easements can be planned for by the OCTA along with other lands required for this project. You may submit your easement requirements ahead of your overall conceptual preliminary relocation plans. Please submit the following information for review so a Preliminary Draft Utility Agreement can be prepared: Or Covnry Transportation Authonry 5505 th Main Stnret/P.O.Box 14184/Orange/Celitomia 9280-15M/(714)560-OCTA(6284 Page 2 I. Two sets of your conceptual preliminary relocation plans with related easement requirements, if any,and any changes to the existing facilities as shown on the State's preliminary plans. 2. The date your existing facilities were installed. 3. Your occupancy rights for installation: A. Fee-owned land B. Easement(recorded) C. Easement(unrecorded) D. Prescriptive right E. Joint Use Agreement(JUA)or Consent to Common Use Agreement(CCUA) F. Franchise - G. State Permit - H. County Permit 1. City Permit J. Joint Pole Agreement K. Other(explain) Please provide a copy of your documentation to support your occupancy rights claim for A, B, C, D,or E above, 4. An itemized estimate of cost for the preparation of your conceptual preliminary relocation design so a Design based utility agreement can be prepared. 5. Your work will be performed by: A. Own forces B. Continuing contractor C. Competitive bid contract 6. Your liability claim: OCTA % OCSD % The Project is currently scheduled for construction start in the summer of 2017. Please submit your information to me by no later than April 10,2015, If you have any questions or require additional information,please feel free to contact me at(714)560-5406. Your Cooperation is greatly appreciated. Sincere M.J�Ih OCTA Project Manager Enclosures: 1)Conflict Map(s) 0151 E.G... ROUTE RDGT YILFS SHEET iOTLI _- TOTAL PROJECT No. SXEETS 12 Ora 221406 Ra.omo.T.eo.zmt.o C't® 3)9 L IMPPWEMENi PROJECT REGISTERED LIVIL ENGINEER A DATE N \ OCTA ® PLANS APPROVAL O.TE ^ • / .. `/ \ 'I 9 /M 9dT[Y L4?LPN/d W ITS 04/LENS 60'vor�ji ADI NE NESGM`5/9[E f0.9 LCIVI / A z O f CLWd[v LR L6�¢/FM55 OF SG® uW�X e I �n5 46'/ES 6 /N6 P[IN SN[C! ORANGEOA GTI iRA GOM AUTHORITY SOUTH MAHN N STREET IXtAHGE, LP 92063 TV PROPOSED R/W o > w w t N a > w y® � �// I ~ I \ \ � �x � \FN � � •�� � c e�sx a a 0 \v .6T v. ✓' f �. E [PE y� 2 �. 4 LIXk �j ✓'.. A n s f10POSED R Ke! C o ePIiOPOSEO"R/W IRPw - II m P V A FV- 'o \ '� .fff _-1.�-.—s-��y �� ' v �\ � ��� °i�� w � ��� I• �A� v\i vvv 13 n� eau �� o � � �� ��m i J't 1 S nEEE x BPROPOSED R/W �/ rc 1 w N -- v E.,ot :I w � s v .- s .• '� I I iIIMI� JUI d o s� � s \ �k � 41 c z SPENCER Ave w^ [X-2M c — — _. UO x m .._ ,._... ... fif:6 1 - --..'3 3 _. 9 6'/0- 1 2 3 4 6�5... o - m R 8 9 650 1 2 J A ICI 5 c�zas 6 AX S eA.-TO �.�.qB 4 1 vv�, Imo® NB ROUTE 405 _ C lH ¢ g m x ci v x zBia __ \ _ - t " 0 _ —i—� __ F _ Fv w -eH � ._... Y _ I l I` st RAW � _ �\Y' � -T" 41. CITY OFB FOU TAIf�--VA EY� Et5�4. 1 I A-7 T� N \- i N N� i � i I -� " UTILITY • 11 I ' v lexv � v u SCALE. 1 =100 I )1' °H�.t, �-... .a�.. IN—"".�'�� dl! 1 z s ��.��. oxoe oo•.���. e���„orx o o�.fr ���w•.,.,.,.,.,a VSERHIME =)sUSEP RFi eirvG FOanca vfei• ' Exhibit B Insurance Provisions 491%819.2 EXHIBIT B Insurance Requirements 1. The Authority shall be the lead agency under the California Environment Quality Act of 1970, California Public Resources Code § 21000 et seq. (CEQA), as amended, for the Project. 2. The Authority shall award a construction contract for the Project to a contractor appropriately registered and licensed to practice in the State of California, including with respect to performance and implementation of the work ("Contractor"). 3. The Authority shall be responsible for the award and administration and performance of the contract, including supervising the implementation of the Project and the Contractor's performance in accordance with the requirements,provisions and restrictions of the contract. The Authority shall diligently proceed with the contract award and Project commencement promptly following the execution of this Agreement. 4. The Authority shall incorporate within the contract documents for the Project a requirement for the Contractor to obtain and keep in fall force and effect throughout the life of the Project, for the mutual benefit of the Sanitation District and the Authority, a policy or policies of comprehensive,broad form, commercial general liability insurance written on ISO from CG 00 01, or a substitute form providing liability coverage at least as broad in the amount of$3,000,000 limit per occurrence with a$3,000,000 aggregate and automobile insurance against claims and liabilities for activities of the Contractor in the amount of$1,000,000 (combined single limit per occurrence). (A) The policy or policies will time the Sanitation District and their respective elected and appointed officials, officers, agents and employees as additional insureds using ISO form CG 2010 or CG 2033, or a form at least as broad and shall, additionally, contain language providing for waiver of subrogation. The policy or policies will include a primary and non-contributory endorsement using ISO form CG 20 0104 13, or a form at least as broad, evidencing that the policies are primary and noncontributing with any insurance or self-insurance that may be carried by the Sanitation District or other third parties, and that said insurance may not be canceled or materially changed except upon thirty(30) days written notice to the Authority and the Sanitation District. The policy or policies shall include a Products and Completed Operations endorsement using ISO form GC 2027(ed. 10/01) or a form at least as broad. (B) The Authority shall also require that workers' compensation benefits are secured by the Contractor as required by law, and provide an endorsement waiving all rights of subrogation against the Parties to this Agreement with regard to any workers' compensation claims, including any such claims against the Sanitation District. (C) Prior to the issuance of the Notice to Proceed to the Contractor,the Authority shall provide the Sanitation District with policies and endorsements naming the 4818-0 17-7"L1 Sanitation District as an additional insured for the general liability and automobile liability policies described above. (D) In addition, the Authority shall require its Contractor to obtain pollution liability insurance written on a claims-made or occurrence basis,that covers losses related to the release or the threatened release of pollutants into the environment arising out of or resulting from the Contractor's performance of the Project. The minimum limits of Pollution Liability shall be $2 million per occurrence/$2 million policy aggregate. When this coverage is provided under endorsement to the general liability policy, the $2 million per occurrence must be a sub-limit. The pollution liability policy shall also contain an Additional Insured endorsement and a primary and non-contributory endorsement naming the Parties to this Agreement. (E) If the Contractor maintains higher limits than any minimums above, the Sanitation District will be entitled to coverage for the higher limits maintained by the Contractor. 5. The Authority shall require that any and all labor and materials bonds and performance bonds required to be supplied by the Contractor for the Project shall include the Sanitation District as a named obligee, and Authority shall not release any bonds unless and until the Authority has determined, and the Sanitation District has concurred in writing, that the Modification has been successfully completed without damage or impact to Sanitation District facilities or operations. 4818-0 17-7 I.I BOARD OF DIRECTORS Meeting Date I To Bd.of Dir. Ofi/28/17 AGENDA REPORT Number 18 Item Number Item Nu Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: OCEAN OUTFALL SYSTEM REHABILITATION, PROJECT NO. J-117 GENERAL MANAGER'S RECOMMENDATION A. Receive and file Bid Tabulation and Recommendation for Interplant Effluent Pipeline Rehabilitation, Contract No. J-117A; B. Receive and file Orange County Sanitation District's Notice of Intent to Award dated May 18, 2017; C. Receive and file Award Protest from Flatiron West, Inc. dated May 18, 2017, concerning the award to Shimmick Construction Co.; D. Receive and file response letter from Shimmick Construction Co.; dated May 23, 2017, regarding the bid protest of Flatiron West, Inc.; E. Receive and file Orange County Sanitation District's determination letter dated June 1, 2017, to Flatiron West, Inc. responding to Award Protest; F. Deny Award Protest filed by Flatiron West, Inc.; G. Award a Construction Contract to Shimmick Construction Company, Inc. for the Interplant Effluent Pipeline Rehabilitation, Contract No. J-117A, for a total amount not to exceed $12,609,012; and H. Approve a contingency of$1,008,721 (8%). BACKGROUND Any treated effluent from Plant No. 1 not diverted to the Orange County Water District's Groundwater Replenishment System (GWRS) is conveyed, along with brine from GWRS, to the outfall system at Plant No. 2 through two interplant effluent pipelines; one 84-inches in diameter and the other 120-inches in diameter. The outfall system includes the Ocean Outfall Booster Station, the Effluent Pump Station Annex, associated structures, piping, and two ocean outfalls — one five-mile long and a one- mile long outfall used only during emergencies. The Ocean Outfall System Rehabilitation, Project No. J-117, will rehabilitate the two interplant effluent pipelines, rehabilitate the Ocean Outfall Booster Pump Station, construct a new Outfall Low Flow Pump Station, and replace the existing Plant Water Page 1 of 5 Pump Station. The Low Flow Pump Station will accommodate much lower outfall flow rates than the existing outfall pump stations can accommodate, while the Plant Water Pump Station is needed for separation of reclaimable and non-reclaimable flows for the GWRS Final Expansion project. The project will be completed under two separate construction contracts: The Interplant Effluent Pipeline Rehabilitation, Contract No. J-117A, and the Outfall Low Flow Pump Station, Contract No. J-117B. The Interplant Effluent Pipeline Rehabilitation, Contract No. J-117A, will rehabilitate the two interplant effluent pipes and install a second fiber optic connection between Plant Nos. 1 and 2 to ensure communications reliability. Associated work includes improvements at the Effluent Junction Box located near Plant No. 1 to accommodate this and future construction projects. RELEVANT STANDARDS • Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting • Use all practical and effective means for recovering wastewater for reuse • CA Public Contract Code Section 20103.8, award Construction Contract to lowest responsive, responsible bidder. PROBLEM A detailed comprehensive inspection conducted in the summer of 2016 revealed a number of deficiencies, including lining failure and corrosion inside the 84-inch and 120-inch interplant pipelines, a non-functioning 120-inch butterfly valve, and minor defects in outfall system structures. A portion of an existing electrical duct bank at Plant No. 2 runs through the location of the proposed GWRS Pump Station, which will be used to transfer secondary effluent to the Orange County Water District. A portion of this duct bank will be rerouted out of that area. The new duct bank will also serve the GWRS Pump Station, and the Outfall Low Flow Pump Station. PROPOSED SOLUTION Rehabilitate the interplant effluent pipelines, improve access to the Effluent Junction Box at Plant No. 1, replace the non-functional 120-inch butterfly valve, and relocate the duct bank around the proposed GWRS Pump Station. TIMING CONCERNS The new duct banks must be completed by the beginning of the GWRS final expansion. Page 2 of 5 RAMIFICATIONS OF NOT TAKING ACTION The 120-inch and 84-inch interplant effluent pipelines and Ocean Outfall Booster Station (OOBS) system facilities will continue to deteriorate. PRIOR COMMITTEE/BOARD ACTIONS May 2017 - Approved a Professional Construction Services Agreement with Brown and Caldwell to provide construction support services for Interplant Effluent Pipeline Rehabilitation, Contract No. J-117A, for a total amount not to exceed $1,121,666; and approved a contingency of$112,1627(10%). November 2016 - Approved a contingency increase of $2,372,305 (35%) to the Professional Design Services Agreement with Brown and Caldwell for Ocean Outfall System Rehabilitation, Project No. J-117, for a total contingency of$3,050,106 (45%). February 2015 - Awarded a Professional Design Services Agreement with Brown and Caldwell to provide engineering design services for the Ocean Outfall System Rehabilitation, Project No. J-117, for an account not to exceed $6,778,015; and approved a contingency of$677,801 (10%). ADDITIONAL INFORMATION The Orange County Sanitation District (Sanitation District) advertised Contract No. J-117A for bid on March 7, 2017, and five sealed bids were received on April 27, 2017. The bids were evaluated in accordance with the Sanitation District's policies and procedures. An award recommendation notice was sent to all bidders on May 18, 2017. Flatiron West Inc. bid (Flatiron), the second low bidder, sent a formal protest of the award to the Sanitation District on May 18, 2017, alleging bid defects in the Shimmick Construction Co., Inc. (Shimmick) bid. In consultation with Sanitation District General Counsel, the Sanitation District reviewed and responded to this protest. The protest does not merit a change to the award recommendation for the following reasons: • Flatiron Award Protest alleges that Shimmick's bid is unacceptable due to an alleged failure to comply with specified Contractor Qualifications requirements in the bid documents. • The bid documents required bidders to submit a minimum of five projects within the past ten years that demonstrate experience in both Ameron T-Lock repair and Carbon Fiber Reinforced Polymer/Glass-Fiber Reinforced Plastic (CFRP/GFRP) liner application. Bid documents do not prescribe how to distribute five projects between both experiences. Therefore, one listed project that meets the requirements of similar scope and magnitude qualifies as evidence of one of the Page 3 of 5 required experiences. Bidders could qualify through their own experience or that of a subcontractor. • Shimmick listed one project (J-110) to demonstrate Ameron T-Lock experience which they self-performed under a different Sanitation District contract. • Flatiron's protest does not dispute Shimmick's qualifications for CFRP/GFRP liner application, since both Shimmick and Flatiron listed the same subcontractor to meet the bid document requirement. Flatiron's protest is based on the incorrect interpretation of the wording "similar magnitude" as requiring a similar number of welded joints and linear feet of installed lining as it related to Ameron T-Lock repair. Flatiron's protest alleges that the J-110 project listed by Shimmick as self-qualifying experience does not meet the "magnitude" requirements to qualify for J-117A award. Therefore, Flatiron protest alleges that Shimmick is required to list a subcontractor experience to demonstrate Ameron T-Lock experience. • Sanitation District staff, in consultation with Sanitation District General Counsel, reviewed the above referenced allegations and deemed them unfounded. Flatiron's protest appears to be based on a misunderstanding and underestimation of the magnitude of the J-110 project previously self-performed by Shimmick under a separate Sanitation District contract. The current project (J-117A) is a different section of the same pipe as the J-110 project. Therefore, the pipe has the same interior working size, same requirements for the interior working conditions, and the same safety requirements to perform the work. The Sanitation District's position is that the scope and magnitude of J-117A are similar to J-110. Based on this, Shimmick, by listing the J-110 project as self-qualifying experience with Ameron T- Lock, conformed to the requirements of bid documents. • Furthermore, the Sanitation District's position is that the work required by the J-117A project requires certified staff to perform repetitive actions including welding preparation, welds, and follow up quality testing. If the successful bidder's staff is qualified to perform a single weld, then they are qualified to perform multiple welds, regardless of the amount. Based on the above, staff, in consultation with Sanitation District's General Counsel, responded to Flatiron's protest and found the protest statement allegations unfounded. Flatiron did not request an appeal of the Sanitation District determination as required by the Sanitation District's procedures before the deadline to file an appeal expired. Staff recommends awarding a construction contract to the lowest responsive bidder, Shimmick Construction Company, Inc., for Interplant Effluent Pipeline Rehabilitation, Contract No. J-117A, for a total amount not to exceed $12,609,012. Summary information on the bid opening is as follows: Page 4 of 5 Total Project Budget $104,890,000 Engineer's Estimate $ 17,860,469 Bidder Amount of Bid Shimmick Construction Company, Inc. $12,609,012.20 Flatiron West, Inc. $12,625,707.98 Kiewit Infrastructure West Co. $13,102,000.00 J.F. Shea Construction, Inc. $13,638,270.00 Abhe & Svoboda, Inc. $16,199,810.00 CEQA A Notice of Exemption for Ocean Outfall Rehabilitation, Project No. J-117, was filed and recorded with the County of Orange on April 7, 2014. This project is exempt from CEQA pursuant to Section 15301, Existing Facilities - Class 1. The Existing Facilities exemption covers the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination. FINANCIAL CONSIDERATIONS This item has been budgeted (FY2016-17 and 2017-18, Section 8, Page 55), 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.coml with the complete agenda package: (all attachments provided as separate links/files) • Construction Contract • Sanitation District's Notice of Intent to Award dated May 18, 2017 • Award Protest letter from Flatiron West, Inc. dated May 18, 2017 • Response letter from Shimmick Construction Co.; dated May 23, 2017, regarding the bid protest of Flatiron West, Inc. • Sanitation District's determination letter dated June 1, 2017, to Flatiron West, Inc. VP:dm:gc Page 5 of 5 ADMINISTRATION COMMITTEE Meeting Date TOBd.01Dir. 06/14/17 06/28/17 AGENDA REPORT emNumber Item Number 5 19 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: PROPOSED REVISIONS TO FY 2017-18 BUDGET GENERAL MANAGER'S RECOMMENDATION Approve the proposed revisions to the Operating, Capital, Debt/COP Service and Self-Insurance Budgets for FY 2017-18, as follows: Originally Proposed Adopted Budget Revised Budget FY 2017.18 FY 2017.18 Operations 8 Maintenance $149,854,390 $151,919,380 Net Capital Improvement Program 137,989,000 148,061,000 Debt/COP Service 83,119,000 82,033,000 General Liability and Property Self-Insurance 1,450,000 1,335,000 Worker's Compensation Self Insurance 1,130,000 1,040,000 Intra-District Joint Equity Purchase/Sale(') 1,700,000 1,240,000 TOTAL $375,242,390 $385,628,380 O cash Wftom Revenue Area 14(RA14)in exchange for capital assets to/from Consolidatetl Revenue Area 15(RA15). BACKGROUND Developing a two-year budget increases efficiencies and provides a longer planning horizon. This update represents known revisions to the second year of the two-year budget. The FY 2017-18 Proposed Revised Budget is enclosed for the Committee's consideration. The Budget has been presented to the Operations Committee at the regular June meeting in order to 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. Page 1 of 3 RELEVANT STANDARDS • Produce Operations and CIP budgets every two years with annual update. PROBLEM Lack of understanding of the Orange County Sanitation District's (Sanitation District) resources, or revenues and reserves, makes it difficult to approve a budget that meets the current needs of the Sanitation District, lays the groundwork for future budgets, and keeps the Sanitation District in sound financial condition. PROPOSED SOLUTION Providing the Board of Directors with an understanding of the Sanitation District's resources will assist in the approval of a two-year budget with annual updates. TIMING CONCERNS The proposed budget update, effective July 1PP8'PP 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, 2017. PRIOR COMMITTEE/BOARD ACTIONS The Board approved the FY 2016-17 and FY 2017-18 Two-Year Budget for the period July 1, 2017 through June 30, 2018 in June 2016. Budget overviews were presented to the Administration and Operations Committees in June 2017. ADDITIONAL INFORMATION The operating and maintenance budget of $151.9 million in the FY 2017-18 budget update is being proposed to increase 1.4 percent, or $2.1 million, over the previously approved budget. This increase is mostly attributable to the impacts of the new collective bargaining agreements for all bargaining groups that were approved after the adoption of the two-year budget, as well as the addition of eight full-time equivalent positions to support the increasing demands of the preventative maintenance program. The capital improvement program (CIP) budget of$148.1 million is 7.3 percent, or$10.1 million, over the previously approved budget primarily due to CIP outlays for FY 2016-17 being $37.2 million less than budgeted, some of which is being carried forward into FY 2017-18. The combined total FY 2016-17 and 2017-18 capital improvement program outlays are now anticipated to be less than originally budgeted. Page 2 d 3 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: • Proposed FY 2017-18 Revised Budget (hard copy previously provided at June Operations and Administration Committee meetings; provided as separate link/file) Page 3 of 3 WOODRUFF RT SPRADLIN&SMA CLOSED SESSION 1 555 ANTON BOULEVARD, SUITE 1200 COSTA MESA, CA 92626-7670 (714)556-7000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Board of Directors FROM: Bradley R. Hogin, Esq. General Counsel DATE: June 20, 2017 RE: Closed Session Items The Board of Directors will hold a closed session on June 28, 2017 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 his Trust Shabtai,Nevon, APN No. 156-163-16; The Ins Trust, APN No. 156-154-07; K&A Investments LP,APN No. 156-154-08;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; 7311 Doig Drive Garden Grove,CA,APN No. 131-654-20. The District's negotiators are Jim Herberg, Rob Thompson,Kathy Millea and Jeff Mohr, Wendy Sevenandt, Kevin Turner and John Gallivan, Cushman and Wakefield. Said closed session will be held pursuant to authority of California Government Code Section 54956.8. Respectfully submitted, By. /f BradleY R. Hogin, Vieneral Counsel 1251940.1 ORANGE COUNTY SANITATION DISTRICT Agenda Terminology Glossary Glossary of Terms and Abbreviations AQMD Air Quality Management District ASCE American Society of Civil Engineers BOD Biochemical Oxygen Demand CARS California Air Resources Board CASA California Association of Sanitation Agencies CCTV Closed Circuit Television CEQA California Environmental Quality Act CIP Capital Improvement Program CRWQCB California Regional Water Quality Control Board CWA Clean Water Act CWEA California Water Environment Association EIR Environmental Impact Report EMT Executive Management Team EPA US Environmental Protection Agency FOG Fats, Oils, and Grease gpd gallons per day GWRS Groundwater Replenishment System ICS Incident Command System IERP Integrated Emergency Response Plan LOS Level Of Service MGD Million Gallons Per Day NACWA National Association of Clean Water Agencies NPDES National Pollutant Discharge Elimination System NWRI National Water Research Institute O & M Operations & Maintenance OCCOG Orange County Council of Governments OCHCA Orange County Health Care Agency OCSD Orange County Sanitation District OCWD Orange County Water District OOBS Ocean Outfall Booster Station OSHA Occupational Safety and Health Administration PCSA Professional Consultant/Construction Services Agreement PDSA Professional Design Services Agreement POTW Publicly Owned Treatment Works ppm parts per million PSA Professional Services Agreement RFP Request For Proposal RWQCB Regional Water Quality Control Board Glossary of Terms and Abbreviations SARFPA Santa Ana River Flood Protection Agency SARI Santa Ana River Interceptor SARWQCB Santa Ana Regional Water Quality Control Board SAW PA Santa Ana Watershed Project Authority SCADA Supervisory Control And Data Acquisition SCAP Southern California Alliance of Publicly Owned Treatment Works SCAQMD South Coast Air Quality Management District SOCWA South Orange County Wastewater Authority SRF Clean Water State Revolving Fund SSMP Sewer System Management Plan SSO Sanitary Sewer Overflow SWRCB State Water Resources Control Board TDS Total Dissolved Solids TMDL Total Maximum Daily Load TSS Total Suspended Solids WDR Waste Discharge Requirements WEF Water Environment Federation W ERF Water Environment & Reuse Foundation WIFIA Water Infrastructure Finance and Innovation Act WIIN Water Infrastructure Improvements for the Nation Act W RDA Water Resources Development Act 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. Glossary of Terms and Abbreviations 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 (DIT) — 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 effect'). Groundwater Replenishment System (GWRS) — A joint water reclamation project that proactively responds to Southern California's current and future water needs. This joint project between the Orange County Water District and the Orange County Sanitation District provides 70 million gallons per day of drinking quality water to replenish the local groundwater supply. Levels 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. Glossary of Terms and Abbreviations 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.