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HomeMy WebLinkAbout06-24-2015 Board Meeting Agenda Packet Orange County Sanitation District Wednesday, June 24, 2015 Regular Meeting of the 6:00 P.M. Board of Directors Board Room 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 AGENDA INVOCATION AND PLEDGE OF ALLEGIANCE: (Steve Jones, City of Garden Grove) DECLARATION OF QUORUM: ROLL CALL: PUBLIC COMMENTS: If you wish to speak, please complete a Speaker's Form (located at the table outside of the Board Room) and give it to the Clerk of the Board. Speakers are requested to limit comments to three minutes. SPECIAL PRESENTATIONS: • Employee Service Awards REPORTS: The Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Directors. These reports are for information only and require no action by the Directors. CONSENT CALENDAR: Consent Calendar Items are considered to be routine and will be enacted, by the Board of Directors, after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1. Approve minutes for the Regular Board Meeting held on May 27, 2015. 2. Approve Amendment No. 1 to the Amended Joint Exercise of Powers Agreement for the Development, Operation and Maintenance of the Groundwater Replenishment System and the Green Acres Project (Cost-Sharing Agreement) 06/24/15 OCSD Board of Directors Agenda Page 1 of 6 with the Orange County Water District for the Effluent Reuse Study, Project No. SP-173, in a form approved by General Counsel, for an estimated cost share not to exceed $1,004,255, less any grant funds received. OPERATIONS COMMITTEE: 3. Approve minutes of the June 3, 2015 meeting of the Operations Committee. 4. A. Approve annual Professional Design Services Agreements with Dudek; Lee & Ro, Inc.; GHD; AECOM; Hazen and Sawyer; RMC Water and Environment; Projectline Technical Services, Inc.; Tait & Associates, Inc.; Beyaz & Patel, Inc.; IDS Group, Inc.; Kleinfelder, Inc.; and RMS Engineering and Design, Inc. for professional engineering design and construction support services projects, Contract No. FE15-00-XX, commencing July 1, 2015 with a maximum annual fiscal year contract limitation not to exceed $400,000 for each Professional Design Services Agreement; and B. Approve up to two additional one-year optional extensions. 5. Approve Amendment No. 1 of the OC Waste and Recycling Waste Disposal Agreement, extending the initial term of the Agreement from June 30, 2020 to June 30, 2025. 6. A. Approve a budget increase of $300,000, which would increase the project total amount to $1,900,000 for the Odor Control Master Plan, Project No. SP-166; B. Approve a Professional Services Agreement with CH2M-Hill to provide Engineering Services for Odor Control Master Plan, Project No. SP-166, for an amount not to exceed $790,285; and C. Approve a contingency of$118,543 (15%) ADMINISTRATION COMMITTEE: 7. Approve minutes of the June 10, 2015 meeting of the Administration Committee. 8. Authorize purchases of software licensing and maintenance agreements for IBM Maximo and WebSphere using GSA Advantage contract # GS-35F-0265X through the expiration date, May 2, 2016 for a total amount not to exceed 06/24/15 OCSD Board of Directors Agenda Page 2 of 6 $200,000, in accordance with Ordinance OCSD-47, Section 2.03(B) Cooperative Purchases. 9. Authorize purchases of information technology computer and peripheral equipment using the Admin Minnesota Materials Management Division contract release #C-1084(5) through the contract expiration date, December 15, 2015 for a total amount not to exceed $250,000, in accordance with Ordinance OCSD-47, Section 2.03(B) Cooperative Purchases. 10. Authorize purchases of information technology computer and peripheral equipment using the HP WSCA/NASPO contract # B27164 with Nth Generation Computing Inc. through the contract expiration date, September 30, 2015 for a total amount not to exceed $200,000, in accordance with Ordinance OCSD-47, Section 2.03(B) Cooperative Purchases. 11. Adopt Resolution No. OCSD 15-13, entitled, "A Resolution of the Board of Directors of Orange County Sanitation District Establishing Use Charges for the 2015-16 Fiscal Year Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana Watershed Project Authority ("SAWPA")". 12. Adopt Resolution No. OCSD 15-14 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District Establishing the Annual Appropriations Limit for Fiscal Year 2015-16 for the District in accordance with the Provisions of Division 9 of Title 1 of the California Government Code." 13. Approve the FY 2015-16 "not-to-exceed" quotes for the following insurance vendors: A. Employee Benefit Specialists (medical, dental, and vision plans; Employee Assistance Program)— Not to Exceed $11,305,763 B. Prudential (basic life, long-term disability, short-term disability) — Not to Exceed $494,290 C. The Standard (EMT & Manager disability)— Not to Exceed $30,000 STEERING COMMITTEE: 14. Approve minutes of the May 27, 2015 Regular Steering Committee Meeting. 06/24/15 OCSD Board of Directors Agenda Page 3 of 6 15. A. Agree with Findings F.1, F.2, F.3 and with Recommendation R.1 contained in the 2014-2015 Orange County Grand Jury Report — `9ncreasing Water Recycling:A Win-Win for Orange County'; and B. Authorize the Board Chair to notify the presiding judge in writing of the Board's agreement and responses. LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE: 16. Approve minutes of the June 8, 2015 meeting of the Legislative and Public Affairs Committee. 17. Approve the Communication Strategy for OCSD Utility Branding as part of the General Manager's Fiscal Year 2014-2015 Work Plan. NON-CONSENT: 18. Establish a budget for Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128, in the amount of$168,000,000. 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 potential litigation, or personnel matters, pursuant to Govemment Code Sections 54956.8, 54956.9, 54957 or 54957.6, as noted. Reports relating to (a) purchase and sale of real property, (b) matters of pending or potential litigation; (c) employment actions or negotiations with employee representatives; or which are exempt from public disclosure under the California Public Records Act, may be reviewed by the Board during a permitted closed session and are not available for public inspection. At such time as the Board takes final action on any of these subjects, the minutes will refiect all required disclosures of information. Convene in closed session. 06/24/15 OCSD Board of Directors Agenda Page 4 of 6 (1) CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION (Government Code Section 54956.9(d)(1)) Number of Potential Cases: 3 Klean Waters, Inc. v. Orange County Sanitation District, United States District Court, Central District of California, Southern Division, Case No. 8:15-cv-00627-JVS-FFM Alex Shaaban v. Orange County Sanitation District, Orange County Superior Court, Case No. 30-2014-00714555 Kelly Ross v. Orange County Sanitation District, Orange County Superior Court, Case No. 30-2014-00714553 Reconvene in regular session. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: Adjourn the Board meeting until the next Regular Board Meeting on July 22, 2015, at 6:00 p.m. 06/24/15 OCSD Board of Directors Agenda Page 5 of 6 Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714)593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2,this agenda has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley, California,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. 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(o3ocsd.com For any questions on the agenda,Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherbera(docsd.com Assistant General Manager Bob Ghirelli (714)593-7400 rohirelli0ocsd.com Director of Engineering Rob Thompson (714)593-7310 nhompson(c3ocsd.com Director of Facility Support Services Nick Arhontes (714)593-7210 narhontes0ocsd.cem Director of Finance and Lorenzo Tyner (714)593-7550 ItvnerRDoced.com Administrative Services Director of Operations&Maintenance Ed Torres 714 593-7080 etorres ocsd.com 06/24/15 OCSD Board of Directors Agenda Page 6 of 6 ITEM NO. 1 Orange County Sanitation District MINUTES BOARD MEETING May 27, 2015 SANITgTjQy c ? z c+ o � 90r � �J ��?• Administration Building 10844 Ellis Avenue Fountain Valley, California 92708-7018 0 512 712 01 5 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 held on May 27, 2015, at 6:03 p.m., in the Administration Building. Director Seboum 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 Tom Beamish, Chair Rose Espinoza X John Nielsen, Vice-Chair Allan Bernstein A Lisa Bartlett Michelle Steel X Sal Tinajero David Benavides X Steven Choi Lynn Schott X Keith Curry Scott Peotter X Ellery Deaton Sandra Massa-Lavitt Tyler Diep X Joy Neugebauer James M. Ferryman X Bob Ooten X Steven Jones Kris Beard X Jim Katapodis Erik Peterson X Robert Kiley Michael Beverage X Peter Kim Michele Steggell X Lucille Kring Jordan Brandman X Greg Mills Robert Collaoott X Richard Murphy Shelley Hasselbrink X Steve Nagel Michael Vo X Glenn Parker Cecilia Hupp X Gregory Sebourn Doug Chaffee X David Shawver Carol Warren X Fred Smith Steve Berry X Teresa Smith Mark Murphy A Chad Wanke Constance Underhill X John Withers Douglas Reinhart Mariellen Yarc X Stacy Berry STAFF MEMBERS PRESENT: Jim Herberg, General Manager; Bob Ghirelli, Assistant General Manager; Rob Thompson, Director of Engineering; Lorenzo Tyner, Director of Finance & Administrative Services; Ed Torres, Director of Operations & Maintenance; Nick Arhontes, Director of Facility Support Services; Kelly Lore, Clerk of the Board; Jennifer Cabral; Chad Crow; Al Garcia; Stephanie Good; Andrew Nau; and Paula Zeller. OTHERS PRESENT: Brad Hogin (General Counsel); and Michael Beverage (Alternate Director, YLWD); Anna Laliberte, Alliant; and Jim Voeltel, First Legal. 05/27/2015 Minutes of Board Meeting Page 2 of 14 PUBLIC COMMENTS: None. SPECIAL PRESENTATION Chair Beamish presented certificates to Sean Weiss and Rachelle Runyon, whose projects were selected as winners at the OC Science & Engineering Fair. REPORTS: Chair Beamish announced that Jim Ruth, former General Manager, William Wallin, former employee; Shirley McCracken, former Board Chair and Director; and Thomas Woodruff, OCSD's former legal counsel, were all recognized for their contributions to OCSD at today's Honor Walk Ceremony. Chair Beamish stated that Assembly member Young Kim will be touring OCSD tomorrow at 3:30 p.m. and that the GWRS Expansion Ceremony will be held on June 26 from 9:00 a.m. General Manager Herberg introduced Director of Engineering Rob Thompson who updated the Committee on the completion of Phase One of the Newport Force Main project. He also announced that OCSD had received a $450,000 WaterSMART Grant from the US Bureau of Reclamation to help fund the Effluent Reuse Study. Director Curry thanked staff for their extraordinary efforts in Newport Beach. Mr. Herberg stated that OCSD celebrated Public Works Week, May 17-23 and commemorative tape measures were distributed to the directors. ELECTIONS: General Counsel Brad Hogin provided instructions and facilitated the election. 1. MOVED, SECONDED, AND DULY CARRIED TO: A. Open nominations for Chair of the Board of Directors (Election to be held at the regular June Board Meeting, unless only one candidate is nominated). Chair Beamish nominated Vice-Chair John Nielsen as Board Chair to be effective July 1, 2015. Director Kring seconded. There were no further nominations. AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton; Diep; Ferryman; Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Nielsen; Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers NOES: None 05/27/2015 Minutes of Board Meeting Page 3 of 14 ABSTENTIONS: None ABSENT: Bartlett; Katapodis and Wanks Vice-Chair Nielsen was deemed Chairman of the Board elect. MOVED, SECONDED, AND DULY CARRIED TO: B. Open nominations for Vice Chair of the Board of Directors (Election to be held at the regular June Board Meeting, unless only one candidate is nominated). Vice-Chair Nielsen nominated Director Greg Sebourn as Board Vice-Chair to be effective July 1, 2015. Chair Beamish seconded. There were no further nominations. AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton; Diep; Ferryman; Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Nielsen; Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers NOES: None ABSTENTIONS: None ABSENT: Bartlett; Katapodis and Wanks Director Sebourn was deemed Vice-Chairman of the Board elect. CONSENT CALENDAR: 2. MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes for the Regular Board Meeting held on April 22, 2015; and AYES: Beamish; Stacy Berry, (Alternate); Choi; Deaton; Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers NOES: None ABSTENTIONS: Curry ABSENT: Bartlett; Katapodis and Wanke 05/21/2015 Minutes of Board Meeting Page 4 of 14 3. MOVED, SECONDED, AND DULY CARRIED TO: A Appiceyn n nle SGUFGB ...4.... e erdnn to HaakeF Fel d... eRt GGFAPan., in• erental of n rnb net on n In nL f9F a totaln1 Pat to xceed $14 -,000;and, 0 Ratify and approve a sole source purchase order agreement to Haaker Equipment Company for rental of a sewer cleaning truck at a monthly rate of $12,000 for a total amount not to exceed $144,000. AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton; Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers NOES: None ABSTENTIONS: None ABSENT: Bartlett; Katapodis and Wanke OPERATIONS COMMITTEE: 4. MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the May 6, 2015 meeting of the Operations Committee. AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton; Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers NOES: None ABSTENTIONS: None ABSENT: Bartlett; Katapodis and Wanke 5. MOVED, SECONDED, AND DULY CARRIED TO: A. Approve Amendment No. 2, for the Overhaul of Plant No. 2 Central Generation Engine No. 4, to the Contract with NRG Energy Services, LLC, P0105280-OB, for period November 1, 2014 through October 31, 2015 for an additional amount of$399,375.66 and, B. Approve an Additional Contingency of$39,937.57 (10%). 05/27/2015 Minutes of Board Meeting Page 5 of 14 AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton; Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers NOES: None ABSTENTIONS: None ABSENT: Bartlett; Katapodis and Wanke 6. MOVED, SECONDED, AND DULY CARRIED TO: A. Award a Service Contract to Denali Water Solutions for Grit and Screenings Removal, Specification No. S-2015-66813D, for a total amount not to exceed $387,905.00 for the period June 22, 2015 through July 31, 2016, with four one-year renewal options; and, B. Approve a contingency of$38,790.00 (10%). AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton; Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers NOES: None ABSTENTIONS: None ABSENT: Bartlett; Katapodis and Wanke 7. MOVED, SECONDED, AND DULY CARRIED TO: Award a Sole Source contract to Performance Pipeline Technologies for a six-month period, effective July 1, 2015 through December 31, 2015, with (one) 6-month renewal option, for the cleaning services of approximately 90 miles of Area 7 sewer pipelines and manholes for an amount not-to-exceed $202,204. AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton; Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker; Sebourn; Shawver, F. Smith; T. Smith; Tinajero; and Withers NOES: None ABSTENTIONS: None ABSENT: Bartlett; Katapodis and Wanke 05/27/2015 Minutes of Board Meeting Page 6 of 14 8. MOVED, SECONDED, AND DULY CARRIED TO: Approve an Agreement with Inland Empire Regional Composting Authority (IERCA) to receive and compost up to 50 wet tons per day (Monday thru Friday) of the Orange County Sanitation District's biosolids at a tipping fee of $54 per wet ton of biosolids and an administrative fee of $2 per wet ton of biosolids exclusive of trucking costs for a contract term of one-year commencing on the date of execution of the Agreement, with three one-year renewal options in a total annual amount not to exceed $900,000/per year. AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton; Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers NOES: None ABSTENTIONS: None ABSENT: Bartlett; Katapodis and Wanke 9. MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a project budget increase of$4,471,403 for a total project budget of$56,687,403 for Newport Force Main Rehabilitation, Project No. 5-60; B. Approve a contingency increase of $4,038,650 (11%) to the construction contract with Kiewit Infrastructure West Company for Newport Force Main Rehabilitation, Project No. 5-60, for a total contingency of $7,343,000 (20%); and, C. Approve Amendment No. 3 to the Professional Consultant Services Agreement with Brown & Caldwell to provide construction support services for Newport Force Main Rehabilitation, Project No. 5-60, for $432,753, increasing the total amount not to exceed $3,071,639. AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton; Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers NOES: None ABSTENTIONS: None ABSENT: Bartlett; Katapodis and Wanks 05/27/2015 Minutes of Board Meeting Page 7 of 14 10. MOVED, SECONDED, AND DULY CARRIED TO: Approve a contingency increase of $328,078 (27%) to the construction contract with W.M. Lyles for Oxygen Plant Demolition at Plant No. 2, Project No. SP-129, for a total contingency of$497,783 (41%). AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton; Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers NOES: None ABSTENTIONS: None ABSENT: Bartlett; Katapodis and Wanks Item 11 heard separately. Operations Chair Seboum recused himself from Item 11 and left the room during discussion and the vote. Operations Committee Vice-Chair Shawver presided. 11. MOVED, SECONDED, AND DULY CARRIED TO: A. Approve an increase in the project budget for Headworks Rehabilitation at Plant 1, Project No. P1-105 from $76,476,000 to $235,273,000, and an increase in the construction budget from $44,181,000 to $155,000,000; B. Approve a Professional Design Services Agreement with Carollo Engineers, Inc. to provide engineering design services Project No. P1- 105, for an amount not to exceed $17,528,957; and C. Approve a contingency of$1,752,896 (10%); and D. Cancel Project No. P1-120, Headworks Expansion, as its scope of work is included in Project No. P1-105. AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton; Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker, Shawver; F. Smith; T. Smith; Tinajero; and Withers NOES: None ABSTENTIONS: Sebourn (recused) ABSENT: Bartlett; Katapodis and Wanke 05/27/2015 Minutes of Board Meeting Page 8 of 14 ADMINISTRATION COMMITTEE: 12. MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the May 13, 2015 meeting of the Administration Committee. AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton; Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers NOES: None ABSTENTIONS: None ABSENT: Bartlett; Katapodis and Wanks 13. MOVED, SECONDED, AND DULY CARRIED TO: Receive and file District purchases made under the General Manager's authority for the period of January 1, 2015 - March 31, 2015. AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton; Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers NOES: None ABSTENTIONS: None ABSENT: Bartlett; Katapodis and Wanke 14. MOVED, SECONDED, AND DULY CARRIED TO: Receive and file Orange County Sanitation District Third Quarter Financial Report for the period ended March 31, 2015. AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton; Jones; Kiley; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers NOES: None ABSTENTIONS: Kim ABSENT: Bartlett; Katapodis and Wanke 05/21/2015 Minutes of Board Meeting Page 9 of 14 15. MOVED, SECONDED, AND DULY CARRIED TO: Approve not-to-exceed numbers as follows, with the understanding that the 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: A. Excess liability insurance - $403,662. B. Excess workers compensation insurance - a rate of $0.3805 per $100 of payroll (estimated premium at $240,000). C. Property and Boiler & Machinery combined - $705,186. D. Earthquake insurance - $88,587. AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton; Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers NOES: None ABSTENTIONS: None ABSENT: Bartlett; Katapodis and Wanks STEERING COMMITTEE: 16. MOVED, SECONDED, AND DULY CARRIED TO: A. Approve minutes of the April 16, 2015 Special Steering Committee Meeting; and B. Approve minutes of the April 22, 2015 Regular Steering Committee Meeting. AYES: Beamish; Stacy Berry, (Alternate); Choi; Deaton; Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Ooten (Alternate); Parker; Seboum; Shawver; F. Smith; T. Smith; and Tinajero NOES: None ABSTENTIONS: Curry (16B); Nielsen and Withers (16A) ABSENT: Bartlett; Katapodis and Wanke 05/27/2015 Minutes of Board Meeting Page 10 of 14 LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE: 17. MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the May 11, 2015 meeting of the Legislative and Public Affairs Committee. AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton; Jones; Kiley; Kim; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers NOES: None ABSTENTIONS: Kring ABSENT: Bartlett; Katapodis and Wanks AUDIT AD HOC COMMITTEE: 18. MOVED, SECONDED, AND DULY CARRIED TO: Receive and file minutes of the April 22, 2015 meeting of the Audit Ad Hoc Committee. AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton; Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers NOES: None ABSTENTIONS: None ABSENT: Bartlett; Katapodis and Wanke GWRS STEERING COMMITTEE: 19. MOVED, SECONDED, AND DULY CARRIED TO: Receive and file minutes of the January 12, 2015 meeting of the GWRS Steering Committee. AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton; Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker; Sebourn; Shawver, F. Smith; T. Smith; Tinajero; and Withers NOES: None ABSTENTIONS: None ABSENT: Bartlett; Katapodis and Wanke 05/21/2015 Minutes of Board Meeting Page 11 of 14 NON-CONSENT: General Manager, Jim Herberg introduced this item and made a brief presentation. 20. MOVED, SECONDED, AND DULY CARRIED TO: A. Ratify the use of General Manager's Purchasing Authority, Ordinance OCSD-44, Article 2, Section 2.03E (Critical Time-Sensitive Procurement) authorizing the General Manager sign a memorandum of understanding (contract) with the California State Association of Counties — Excess Insurance Authority (CSAC-EIA) for medical insurance, effective July 1, 2015; and B. Adopt Resolution No. OCSD 15-11, entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District Approving Medical Insurance Changes Identified Through the 2015 Medical Reopener Negotiations." AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton; Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker; Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers NOES: None ABSTENTIONS: None ABSENT: Bartlett; Katapodis and Wanke General Manager, Jim Herberg introduced the item and Director of Finance, Lorenzo Tyner who made a brief presentation. 21. MOVED, SECONDED, AND DULY CARRIED TO: A. Approve the following proposed revisions to the Operating, Capital, Debt/COP Service and Self-Insurance Budgets for FY 2015-16: 1) Reduce the approved future Single Family Residential (SFR)` and Multi-Family (MFR) rate increases as follows: SFR MFR SFR MFR Approved Approved Proposed Proposed July 1, 2015 $323.00 $226.10 $322.00 $225.40 July 1, 2016 $331.00 $231.70 $327.00 $228.90 July 1, 2017 $339.00 $237.30 $331.00 $231.70 `The SFR is the underlying rate for the District's primary rate structure and as such other components of the rate structure will be adjusted similarly. 2) Include a payment of $50 million to the Orange County Retirement System (OCERS) to be credited against the District's Unfunded Actuarial Accrued Liability (UAAL). 05/27/2015 Minutes of Board Meeting Page 12 of 14 3) Approve the FY 2015-16 Operating Budget of $149.3 million, a decrease of $5.7 million (3.7%). 4) Approve the FY 2015-16 Capital Improvement Program (CIP) total outlay budget of $181.0 million, an increase of $1.6 million (0.9%), bringing the total CIP budget to $2.4 billion consisting of 126 projects. 5) Approve the 2015-16 Outlays as follows: Originally Proposed Adopted Budget Budget Revision Cateaory FY 2015-16 FY 2015-16 Operations and Maintenance 155,004,500 149,306,940 Capital Improvement Program 180,338,000 181,912,000 Less CIP Savings and Deferrals - (6,891,000) Rehab, Replacement, Refurbishment 25,749,000 - Debt Service 86,714,000 91,777,000 Reduction of Long-term Liabilities - 50,000,000 Re-Purchase of Excess Capacity 1,115,000 1,000,000 General Liability 6 Property Insurance 1,611,200 1,657,700 Workers' Compensation Insurance 790,000 955,000 Total 451.321.700 4fi9.717.fi40 B. Adopt Resolution No. OCSD 15-12 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District Directing the County Tax Collector to include Sanitary Sewer Service Charges on Fiscal Years 2015-16 through 2017-18 property tax bills and Repealing Resolution No. OCSD 13-05." AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton; Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker, Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers NOES: None ABSTENTIONS: None ABSENT: Bartlett; Katapodis and Wanke AB1234 REPORTS: Director Sebourn informed the Board of interest expressed to him regarding the Newhope-Placentia Trunk. 05/27/2015 Minutes of Board Meeting Page 13 of 14 INFORMATION ITEMS: None. CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS: 54956.9(d)(1) The Board convened in closed session at 6:25 p.m. to discuss one item. Confidential minutes of the Closed Session have been prepared in accordance with the above Government Code Sections and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Meetings. Director Katapodis arrived at 6:43 p.m. RECONVENED IN REGULAR SESSION: The Board reconvened in regular session at 6:48 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Director Shawver thanked Chair Beamish for his outstanding contributions during his term as Chair. Chair Beamish thanked Director Shawver for his supportive comments. ADJOURNMENT: Chair Beamish adjourned the meeting at 6:50 p.m. until the Regular Board Meeting on June 24, 2015 at 6:00 p.m. Kelly A. Lore Clerk of the Board 05/27/2015 Minutes of Board Meeting Page 14 of 14 BOARD OF DIRECTORS Meeting Date T%M 6/24/IS of Dir. AGENDA REPORT Item Number Rem rvumbe z Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: EFFLUENT REUSE STUDY, PROJECT NO. SP-173 GENERAL MANAGER'S RECOMMENDATION Approve Amendment No. 1 to the Amended Joint Exercise of Powers Agreement for the Development, Operation and Maintenance of the Groundwater Replenishment System and the Green Acres Project (Cost-Sharing Agreement) with the Orange County Water District for the Effluent Reuse Study, Project No. SP-173, in a form approved by General Counsel, for an estimated cost share not to exceed $1,004,255, less any grant funds received. SUMMARY Staff is requesting approval of a Cost-Sharing Agreement with Orange County Water District (OCWD) for the Effluent Reuse Study, Project No. SPA73. The Effluent Reuse Study is identified in the Strategic Plan and will identify the means to make Plant No. 2 effluent available to OCWD for the Final Expansion of the Ground Water Replenishment System (GWRS). The Cost-Sharing Agreement states that the parties will equally share the costs of the Professional Services Agreement for the Effluent Reuse Study, totaling $1,004,255 each. Grant funding for a portion of the study costs is being pursued. Each agency's cost share would be reduced equally by the amount of grant funds received. OCWD approved to cost share the Effluent Reuse Study at their April 15, 2015 Board Meeting. OCWD will seek approval of the Cost-Sharing Agreement at their July 15, 2015 Board Meeting. PRIOR COMMITTEE/BOARD ACTIONS April 2015 - The Board of Directors authorized staff to negotiate a Cost-Sharing Agreement with the Orange County Water District. ADDITIONAL INFORMATION The Orange County Sanitation District (Sanitation District) solicited the procurement of a consultant for the Effluent Reuse Study, Project No. SP-173. Staff recommended awarding the Professional Services Agreement to CDM Smith, Inc., for an amount not to exceed $2,008,510. This item was approved at the April 2015 Board of Directors Page 1 of 2 meeting. The Sanitation District will lead the study since most of the work needed to provide flow for the GWRS Final Expansion involves the modification of Sanitation District facilities. OCWD will reimburse the Sanitation District once the Effluent Reuse Study is complete. CEQA This is not a project per CEQA Guidelines, therefore CEQA does not apply. BUDGET/PURCHASING ORDINANCE COMPLIANCE This complies with the authority levels in the Sanitation District's Purchasing Ordinance. Date of Approval Contract Amount Continaencv N/A N/A N/A ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: Amendment No. 1 to the Amended Joint Exercise of Powers Agreement (Cost- Sharing Agreement) CM:sa:gc Page 2 of 2 AMENDMENT NO. 1 TO THE AMENDED JOINT EXERCISE OF POWERS AGREEMENT FOR THE DEVELOPMENT,OPERATION AND MAINTENANCE OF THE GROUNDWATER REPLENISHMENT SYSTEM AND THE GREEN ACRES PROJECT This Amendment No. 1 to the Amended Joint Exercise of Powers Agreement for the Development, Operation and Maintenance of the Groundwater Replenishment System and the Green Acres Project ("Amendment') is made and entered into between the Orange County Water District(the"Water District") and the Orange County Sanitation District(the`Sanitation District"). The Water District and the Sanitation District are sometimes collectively referred to in this Amendment as the"Parties,"and individually referred to as each"Party." The Amendment shall be effective as of the day of , 2015. RECITALS This Amendment is based on the following facts, mutual understandings and intentions of the Parties: A. The Parties entered into an agreement dated May 5, 2010 entitled"Amended Joint Exercise of Powers Agreement for the Development, Operation and Maintenance of the Groundwater Replenishment System and the Green Acres Project' ("2010 Agreement'). The Parties desire to amend the 2010 Agreement as set forth herein. B. The Water District is currently constructing the Initial Expansion of the Groundwater Replenishment System ("GWRS"). The Initial Expansion will increase the GWRS production capacity from 70 million gallons per day("mgd")to 100 mgd. The Water District is planning to further expand the GWRS, at the Water District's expense,with a project(mown as the "Final Expansion." As currently planned,the Final Expansion will increase the GWRS production capacity from 100 mgd to 130 mgd. C. Once the Final Expansion is complete,the GWRS and GAP will require up to 179 mgd of Specification Influent in order to operate at maximum capacity. In their current configuration, the Sanitation District's treatment plant facilities cannot provide 179 mgd of Specification Influent to the Water District D. The Sanitation District has received a proposal from the engineering firm CDM Smith to prepare an Effluent Reuse Study at a not-to-exceed cost of two million,eight thousand, five hundred and ten dollars ($2,008,510). The Effluent Reuse Study will identify possible modifications to the Sanitation District's treatment plant facilities that will allow the Sanitation District to deliver 179 mgd of Specification Influent to the Water District. AGREEMENT NOW,THEREFORE, in consideration of the foregoing facts recited and the mutual goals and objectives contained herein, the Parties agree as follows: 1. Terms. Terms in Initial Capitals herein,that are not defined herein, shall have the same meanings as defined in the 2010 Agreement. 1094024.1 2. Effluent Reuse Study. The Sanitation District shall retain CDM Smith to prepare the Effluent Reuse Study in accordance with the scope of work attached hereto as Exhibit"A." 3. Reimbursement. Once the Effluent Reuse Study is complete, the Water District shall reimburse the Sanitation District for half the cost of the Study less any grant funds received by the Sanitation District. . 4. 2010 Agreement. Except as expressly amended herein, all terms and conditions of the 2010 Agreement shall remain in effect. 1094024.1 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written above. ORANGE COUNTY SANITATION DISTRICT By: Tom Beamish Chair,Board of Directors Date: By: Kelly A. Lore Clerk of the Board Date: APPROVED AS TO FORM: Bradley R. Hogin General Counsel Orange County Sanitation District ORANGE COUNTY WATER DISTRICT By: President,Board of Directors Date: By: General Manager Date: APPROVED AS TO FORM: Joel Kuperberg General Counsel Orange County Water District 1094024.1 Exhibit A Definitions 1. "AWT Facilities"means the advanced wastewater treatment facilities constructed by the Parties on the Water District's and Sanitation District's property in Fountain Valley. 2. "Cooperative Agreement"means the Cooperative Agreement for Project Planning for Orange County Reclamation Project, entered into by the Parties in February of 1997. 3. `Effective Date"means the date of this Agreement. 4. "General Managers"means the general managers of the Water District and the Sanitation District. 5. "Governing Boards"means the Board of Directors of the Water District and the Board of Directors of the Sanitation District 6. "Green Acres Project"means Reclaimed Water processed at the Water District's Green Acres wastewater reclamation facility, or successor facilities used by the Water District. 7. "Groundwater Replenishment System" or"System"means the system more specifically describe in Exhibit B. 8. "GWR Pipeline"means the pipeline constructed to convey Product Water from Fountain Valley to the Water District's spreading basins. 9. "Joint Cooperative Committee"or"Joint Steering Committee"means the Joint Cooperative Committee previously established under the Cooperative Agreement and continued under this Agreement. 10. "NTU" means nephelometric turbidity unit,as defined in the latest issue of Standard Methods for the Examination of Water&Wastewater as published by the American Public Health Association,the American Water Works Association and the Water Environment Federation. 11. "Newly Discovered Contaminants" is defined as contaminants found in wastewater that are or could be introduced into the Orange County Groundwater Basin through the System,that are not currently identified in any of the Water District's wells above any federal or state action level, and that either(1)are assigned a new drinking water action level,by federal or state regulators after the effective date of this Agreement, or(2)are newly discovered in the System's wastewater or product water through new testing methods that only become available after the effective date of this Agreement. 12. "Operational" is defined as the condition whereby the System has been installed and tested, and startup activities have been completed, such that the System is ready to process Specification Influent. Following attainment of Operational status, the System general contractor may have ancillary and non-critical construction yet to complete (e.g. landscaping, subsequent demolition). The System became Operational as of January 10, 2 1094024.1 2008. 13. `Peak Flows"shall mean flows of Specification Influent accepted by the System in excess of the one hundred and four(104)mgd up to a maximum one hundred and twenty-eight(128)mgd. 14. "Product Water"means water produced by the AWT Facilities. 15. "Reclaimed Water"means water meeting the Reclaimed Water Standards. 16. "Reclaimed Water Standards"means recycled water meeting the latest adopted version of the California Code of Regulations, Title 22, Division 4,and Chapter 3 entitled "Water Recycling Criteria"as set forth in Section 60304 with respect to filter effluent 17. "Related Facilities"means the upgrades to the trickling filters and Steve Anderson Lift Station and related diversion facilities be completed by the Sanitation District pursuant to this Agreement 18. "Specification Influent"means secondary treated sewage that does not exceed(a) an average of 5 NTU over a 30 day period; (b) an average of 10 NTU for a 24 hour period; or(c) an instantaneous turbidity of 50 NTU at any time. 19. "System": For purposes of Part rI`Planning,Design and Construction" (Sections 3-10 inclusive)"System"means the Groundwater Replenishment System, the components of which are described on Exhibit B. In the balance of the Agreement, "System"means the Groundwater Replenishment System,the components of which are described on Exhibit B,as modified by the Initial Expansion. 20. "System Budget"means the budget adopted by the Parties pursuant to Section 10. 21. "System Contracts"means all contracts and change orders necessary for planning, design and construction of the System, including professional service contracts, construction contracts and other contracts. 22. "System Effluent Standards"means the treatment standards to permit Product Water to be discharged into Santa Ana River as set forth in the NPDES Permit for the System. 23. "Wastewater Utilization Agreement"means that certain Second Amended and Restated Agreement for Utilization of Reclaimed Wastewater, entered into between the Parties on January 15, 1997. 24. "Initial Expansion"means an expansion of the System as originally designed to provide an increase in production capacity from 70 mgd to 100 mgd. As of February 2010, the Water District's preliminary design for the Initial Expansion included demolition of the Water District's old laboratory facility and construction of the following major components: (1)upgrades to the System's existing screening facilities; (2) facilities to increase the capacity of the System's existing microfiltmtion processing; (3) facilities to increase the capacity of reverse osmosis processing, (4) facilities to increase the ultraviolet light processing(5) additional chemical storage and post-treatment facilities; 3 1094024.1 (6) additional reverse osmosis transfer pumps; and(7)additional water and barrier pumps as part of the off-site System facilities." 4 1094024.1 ITEM NO. 3 MINUTES OF THE OPERATIONS COMMITTEE Engineering, Operations & Maintenance, and Facilities Support Services Orange County Sanitation District A regular meeting of the Operations Committee of the Orange County Sanitation District was held on June 3, 2015, at 5:03 p.m. at the District's Administrative Office. Committee Chair Seboum called the meeting to order and led the Flag Salute. A quorum was declared present, as follows: Operations Directors Present: Staff Present: Greg Sebourn, Chair Jim Herberg, General Manager David Shawver, Vice-Chair Bob Ghirelli, Assistant General Manager Lisa Bartlett Rob Thompson, Director of Engineering Ellery Deaton Ed Torres, Director of Operations & Maintenance Steve Jones Lorenzo Tyner, Director of Finance & Robert Kiley Administrative Services Lucille Kring Kelly Lore, Clerk of the Board Richard Murphy Jeff Armstrong Steve Nagel Jennifer Cabral Fred Smith Jim Colston Chad Wanke Ron Coss Tom Beamish, Board Chair Rudy Davila John Nielsen, Board Vice-Chair Carla Dillon Mark Esquer Operations Directors Absent: Dean Fisher Mariellen Yarc Norbert Gaia Rob Gamber Al Garcia Ingrid Hellenbrand Kathy Millea Jeff Mohr Cahn Nguyen Wendy Sevenandt Sarah Strader Ted Vitro Eros Yong Others Present: Brad Hogin, General Counsel Joe Toolson, OCTA Evelyn French, OCTA/Simon Wong Eng. Stephen Beay, OCTA 06/03/2015 Opeations Committee Minutes Page 1 of 6 PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Committee Chair Sebourn did not provide a report. REPORT OF GENERAL MANAGER: General Manager, Jim Herberg did not provide a report. CONSENT CALENDAR: 1. MOVED, SECONDED, and DULY CARRIED TO: Approve Minutes of May 6, 2015. AYES: Bartlett; Beamish, Deaton, Jones, Kiley, Kring, Murphy, Nielsen, Sebourn, Shawver, Smith, F., and Wanks NOES: None ABSTENTIONS: None ABSENT: Nagel and Yarc 2. MOVED, SECONDED, and DULY CARRIED TO: A. Award a Service Contract to EnviroSupply & Service Inc. for Plant No. 2, Central Generation Facility Fuel Gas Cleaning System, Carbon Change- Out [replacement]; Specification No. S-2015-656BD, for a total amount not to exceed $110,187.07 for the period July 1, 2015 through June 30, 2016, with four (4) one-year renewal options; and B. Approve a contingency of$11,018.70 (10%). AYES: Bartlett; Beamish, Deaton, Jones, Kiley, Kring, Murphy, Nielsen, Sebourn, Shawver, Smith, F., and Wanks NOES: None ABSTENTIONS: None ABSENT: Nagel and Yarc 06/03/2015 Operations Committee Minutes Page 2 of 6 4. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors: Approve Amendment No. 1 of the OC Waste and Recycling Waste Disposal Agreement, extending the initial term of the Agreement from June 30, 2020 to June 30, 2025. AYES: Bartlett; Beamish, Deaton, Jones, Kiley, Kring, Murphy, Nielsen, Sebourn, Shawver, Smith, F., and Wanke NOES: None ABSTENTIONS: None ABSENT: Nagel and Yarc Item 3 was pulled and heard separately. Operations Chair Sebourn and Director Bartlett recused themselves and left the room during discussion and vote. Operations Vice-Chair Shawver presided. 3. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors: A. Approve annual Professional Design Services Agreements with Dudek; Lee & Ro, Inc.; GHD; AECOM; Hazen and Sawyer; RMC Water and Environment; Projectline Technical Services, Inc.; Tait & Associates, Inc.; Beyaz&Patel, Inc.; IDS Group, Inc.; Kleinfelder, Inc.; and RMS Engineering and Design, Inc. for professional engineering design and construction support services projects, Contract No. FE15-00-XX, commencing July 1, 2015 with a maximum annual fiscal year contract limitation not to exceed $400,000 for each Professional Design Services Agreement; and, B. Approve up to two additional one-year optional extensions. AYES: Beamish, Deaton, Jones, Kiley, Kring, Murphy, Nielsen, Shawver, Smith, F., and Wanke NOES: None ABSTENTIONS: Bartlett (recused) and Sebourn (recused) ABSENT: Nagel and Yarc 06/03/2015 Operations Committee Minutes Page 3 of 6 NON-CONSENT CALENDAR: Operations Chair Sebourn recused himself from Item 5 and left the room during discussion and vote. Operations Vice-Chair Shawver presided. Director of Engineering, Rob Thompson provided a short oral presentation regarding this item. 5. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors: A. Approve a budget increase of $300,000, which would increase the project total amount to $1,900,000 for the Odor Control Master Plan, Project No. SP-166; B. Approve a Professional Services Agreement with CH2M-Hill to provide Engineering Services for Odor Control Master Plan, Project No. SP-166,for an amount not to exceed $790,285; and C. Approve a contingency of$118,543 (15%) AYES: Bartlett, Beamish, Deaton, Jones, Kiley, Kring, Murphy, Nielsen, Shawver, Smith, F., and Wanke NOES: None ABSTENTIONS: Seboum (recused) ABSENT: Nagel and Yarc 6. Information Only - 1-405 Widening Impacts to the Orange County Sanitation District's Plant No. 1 Facilities. Engineering Manager Kathy Millea and Joe Toolsen, OCTA, provided a PowerPoint presentation and answered questions regarding: timelines; preliminary designs; and a potential joint contract. Director Nagel arrived at 5:20 p.m. Director of Engineering, Rob Thompson provided an informative PowerPoint presentation regarding Item 7. He then answered questions from the Committee regarding: Price per foot; conservative estimate; financing; available funds; project management; design bid build; and cost increases. 06/03/2015 Operations Committee Minutes Page 4 of 6 7. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors: A. Establish a budget for Administrative Facilities Replacement at Plant No. 1, Project No. P1-128, in the amount of$168,000,000 and; B. Rename the project. AYES Bartlett, Beamish, Deaton, Jones, Kiley, Kring, Nielsen, Seboum, Shawver, Smith, F., and Wanke NOES: Nagel ABSTENTIONS: Murphy ABSENT: Yarc INFORMATION ITEMS: 8. Environmental Laboratory and Ocean Monitoring Director of Operations and Maintenance Ed Torres introduced Environmental Lab & Ocean Monitoring Manager, Ron Coss; Environmental Supervisor, Jeff Armstrong; Sr. Environmental Specialist, Rob Gamber and Laboratory Supervisor Canh Nguyen who presented an informative PowerPoint presentation which included an overview of Division 890, Environmental Monitoring, Toxicological Monitoring and Compounds of Emerging Concern. Chair Beamish left the meeting at 6:02 p.m. 9. Quarterly Odor Complaint Report Director of Operations and Maintenance Ed Torres provided an oral report. DEPARTMENT HEAD REPORTS: Mr. Thompson notified the Committee that Engineering Manager Mike Puccio resigned. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Vice-Chair Nielsen invited everyone to attend the annual City of Tustin, Chili Cookoff on Saturday, June 61" from 11:00 a.m. —4:00 p.m. Mr. Herberg also stated that OCSD will have an informational booth at that event. 06/03/2015 Operations Committee Minutes Page 5 of 6 ADJOURNMENT At 6:43 p.m., Committee Chair Sebourn declared the meeting adjourned to the next scheduled meeting of Wednesday, July 1, 2015 at 5:00 p.m. Submitted by, Kelly A. Lore Clerk of the Board 06/03/2015 Operations Committee Minutes Page 6 of 6 OPERATIONS COMMITTEE Meeting Date TOBd.of Dir. 06/03/15 O6/24/15 AGENDA REPORT Item Number Item Numbe 3 4 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS FOR FACILITIES ENGINEERING PROJECTS, CONTRACT NO. FE15-00-XX GENERAL MANAGER'S RECOMMENDATION A. Approve annual Professional Design Services Agreements with Dudek; Lee & Ro, Inc.; GHD; AECOM; Hazen and Sawyer; RMC Water and Environment; Projectline Technical Services, Inc.; Tait & Associates, Inc.; Beyaz & Patel, Inc.; IDS Group, Inc.; Kleinfelder, Inc.; and RMS Engineering and Design, Inc. for professional engineering design and construction support services projects, Contract No. FE15-00-XX, commencing July 1, 2015 with a maximum annual fiscal year contract limitation not to exceed $400,000 for each Professional Design Services Agreement; and, B. Approve up to two additional one-year optional extensions. SUMMARY Orange County Sanitation District (Sanitation District) Ordinance No. OCSD-47 allows the Sanitation District to compile prequalified lists of firms for each professional discipline required to support engineering projects. Sanitation District Ordinance No. OCSD-47 also allows the Professional Design Services Agreement (PDSA) to be extended for up to two additional, one-year periods following the original term of one year. Sanitation District Ordinance No. OCSD-47 delegates authority to the General Manager and Director of Engineering to solicit proposals for professional design engineering services to support engineering projects through individual task orders up to $200,000. A Request for Qualifications (RFQ)was developed and publicly advertised, and a notice was sent to all of the firms listed in the Sanitation District's purchasing database. The Sanitation District received 20 Statements of Qualifications (SOO). Staff recommends approval of PDSAs with the highest-ranked firms in each discipline to provide professional engineering design services, and construction support services on an as- needed basis through task order authorization for a period of one year, with up to two additional one-year optional extensions. PRIOR COMMITTEE/BOARD ACTIONS N/A Page 1 of 3 ADDITIONAL INFORMATION The Sanitation District generally executes engineering projects in one of two distinct ways: through the large project Capital Improvement Program (CIP) or through the smaller project Facilities Engineering (FE) Program. FE projects differ from the CIP projects in that there is an altemate method designated in the Sanitation District's Ordinance No. OCSD-47 to procure engineering services if the cost of these design services is $200,000 or less. Based on this alternative process, 12 firms are recommended for prequalification to provide professional engineering design services for FE projects through a simplified proposal process. SOQ Evaluation The Sanitation District received SOQs from 20 firms. The SOQs were independently reviewed by an in-house evaluation committee of five staff members. SOQs were rated in categories including relevant project experience, staff qualifications, execution of work, and public works. The results of this rating process are shown in Table 1, below. Table 1 - Consultant Firm Scoring and Ranking Firm TOTAL RANKING POINTS PROCESS DUDEK 455 1 LEE& RO, INC. 449 2 GHD 445 3 AECOM 444 4 HAZEN AND SAWYER 395 5 RMC WATER AND ENVIRONMENT 343 6 TRAN CONSULTING ENGINEERS 336 7 EETS, INC. 284 8 DGA CONSULTANTS 278 9 QUANTUM CONSULTING, INC. 274 10 ALDEN 237 11 Q3, INC. 144 12 NON-PROCESS PROJECTLINE TECHNICAL SERVICES, INC. 395 1 TAIT&ASSOCIATES, INC. 393 2 STRUCTURAL BAYEZ& PATEL, INC. 439 1 IDS GROUP, INC. 406 2 KLEINFELDER, INC. 399 3 RMS ENGINEERING & DESIGN, INC. An 383 4 COFFMAN ENGINEERS, INC. 352 5 ENGINEERING ALIGNMENT SYSTEMS, INC. 330 6 Page 2 of 3 CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE This recommendation complies with authority levels of the Sanitation District's Ordinance No. OCSD-47. This item has been budgeted (FY2014-15 and 2015-16 Section 8, Pages 47 and 119), and the budget is sufficient for the recommended action. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package and attachments: PDSA Agreements RB:dm:gc Page 3 of 3 PROFESSIONAL DESIGN SERVICES AGREEMENT This Agreement is made and entered into, to be effective this 1st day of July, 2015, by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "Sanitation District" AND DUDEK hereinafter referred to as "Consultant" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the Sanitation District, by action on June 24, 2015 approved the award of a Professional Design Services Agreement ("Agreement"), Contract No. FE15-00-01, to Consultant to provide services for selected projects on a Task Order basis, during Fiscal Year 2015-2016; and WHEREAS, the parties intend by this Agreement to set forth the general terms and conditions that will apply to any specific project for which Consultant is given a Task Order by the Sanitation District. NOW, THEREFORE, the Sanitation District and the Consultant mutually agree as follows: Section 1: Scope of Agreement The Sanitation District, at its sole discretion, may, from time to time during the term of this Agreement, issue a Request for Task Order Proposal ("RFTOP") setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal from the Consultant, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the Consultant's Proposal, and the Task Order shall upon execution by the Sanitation District, be attached hereto and become an operative part of this Agreement. Should any conflict or inconsistency exist in the contract documents identified in this Section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 st)the terms of this Agreement and any amendments thereto; (2nd) the provisions of the RFTOP; (3rd)the provisions of any written Task Orders, which may be issued from time to time. Section 2: Task Orders, Issuance by Sanitation District The directive Task Order issued by the Sanitation District, shall specifically, or by reference to the RFTOP and corresponding Proposal, set forth the specific detailed terms of this Agreement that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, time for performance and compensation. PROFESSIONAL DESIGN SERVICES AGREEMENT 1 CONTRACT NO.FE15-00-01 Section 3: Term This Agreement shall commence on the effective date of this Agreement, and terminate June 30, 2016, unless further extended by action of the Sanitation District's Board of Directors and Consultant. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Consultant, and the terms and conditions of this Agreement shall continue in effect. Section 4: Compensation The total compensation, payable to the Consultant pursuant to this Agreement, shall not exceed four hundred thousand dollars ($400,000). The compensation includes, but is not limited to, fees for professional services (based on individual labor rates and sub-consultant fees), overhead, and profit. The specific amount of compensation payable to the Consultant for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed two hundred thousand dollars ($200,000) per Task Order unless authorized by the Sanitation District's Board of Directors. Consultant agrees and acknowledges that the execution of this Agreement does not in any way guarantee that a Task Order will be issued to Consultant. Moreover, execution of this Agreement shall not entitle Consultant to any form of payment or compensation from the Sanitation District without the Sanitation District first having issued a written Task Order. 4.1 Additional Work: For extra work not a part of this Agreement, a written authorization from the Sanitation District is required prior to the Consultant undertaking any extra work. 4.2 Rate Schedule: The services by the Consultant, pursuant to each project Task Order, shall be billed to the Sanitation District at the hourly rates for each class of employee to be used, set forth in an Exhibit, attached thereto and incorporated herein. 4.3 Method of Payment: The Consultant shall submit for approval by the Sanitation District, monthly invoices based on total services which have been satisfactorily completed and specifying a percentage of completion. The Consultant's billings shall be certified for payment by the Sanitation District only after the Sanitation District has determined that the Consultant has completed each applicable project task. 4.4 California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the Consultant's employees and/or subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, Consultant and subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. PROFESSIONAL DESIGN SERVICES AGREEMENT 2 CONTRACT NO.FE15-00-01 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. Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall furnish a copy of all certified payroll records to the Sanitation District and/or general public upon request, provided the public request is made through the Sanitation District, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the DIR. The Consultant and subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(3). 4.5 Record of Expenses: The Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available to the Sanitation District upon request. 4.6 Reallocation of Total Compensation: The Sanitation District, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation payable under the Task Order, provided that the total compensation for the Task Order is not increased. Section 5: Independent Contractor It is agreed that the Consultant shall act and be an independent contractor and not an agent or employee of the Sanitation District, and shall obtain no rights to any benefits which accrue to the Sanitation District's employees. Section 6: Limitations Upon Subcontracting and Assignment The Consultant shall not contract with any other person or entity to perform the services required without the written approval of the Sanitation District. This Agreement may not be assigned voluntarily, or by operation of law, without the prior written approval of the Sanitation District. If the Consultant is permitted to subcontract any part of this Agreement by the Sanitation District, the Consultant shall be responsible to the Sanitation District for the acts and omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and the Sanitation District. All persons engaged in the work will be considered employees of the Consultant. The Sanitation District will deal directly with and will make all payments to the Consultant. PROFESSIONAL DESIGN SERVICES AGREEMENT 3 CONTRACT NO.FE15-00-01 Section 7: Changes to Scope of Work In the event of a change in the Scope of Work as requested by the Sanitation District, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. Section 8: Time of Essence Time is of the essence in the performance of this Agreement. Section 9: Compliance with the Law The Consultant shall comply with all applicable laws, ordinances, codes, and regulations of federal, state and local government. Section 10: Conflicts of Interest The Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with the Consultant. Section 11: Work Schedule The Consultant shall hold such conferences with representatives of the Sanitation District and take such action as may be necessary to obtain the necessary data upon which to develop and evaluate the needs of the Sanitation District. Section 12: Copies of Work Product Upon completion of the work required for each Task Order, the Consultant shall deliver to the Sanitation District the number of copies specified in the specific Task Order Scope of Work of the final report containing the Consultant's findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. Section 13: Indemnification To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense and with legal counsel approved by the Sanitation District, which approval shall not be unreasonably withheld), protect and hold harmless the Sanitation District and all of the Sanitation 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, attorney's fees, disbursements and court costs, and all other professional, expert or Consultant's fees and costs and the Sanitation District's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from, pertain to, or relate 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, PROFESSIONAL DESIGN SERVICES AGREEMENT 4 CONTRACT NO.FE15-00-01 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 either 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. Section 14: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 5 CONTRACT NO.FE15-00-01 Section 15: Insurance 15.1 General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the Sanitation District. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the Sanitation District will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the Sanitation District's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the Sanitation District will require 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. iIL Coverage shall be in effect prior to the commencement of any work under this Agreement. 15.2 General Liability: The Consultant shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by Sanitation District and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. 15.3 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 6 CONTRACT NO.FE15-00-01 15.4 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. 15.5 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 Workers 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. 15.6 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 7 CONTRACT NO.FE15-00-01 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. 15.7 Proof of Coverage: The Consultant shall furnish the Sanitation District with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the Sanitation District before work commences. The Sanitation District reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010) or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the Sanitation District, and the Sanitation District may reject alternatives that provide different or less coverage to the Sanitation District. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) Sanitation District approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. 15.8 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 PROFESSIONAL DESIGN SERVICES AGREEMENT 8 CONTRACT NO.FE15-00-01 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. 15.9 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. 15.10 Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. 15.11 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. 15.12 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. 15.13 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. 15.14 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 9 CONTRACT NO.FE15-00-01 15.15 Limits Are Minimums: If the Consultant maintains higher limits than any minimums shown above, then Sanitation District requires and shall be entitled to coverage for the higher limits maintained by Consultant. Section 16: 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 Consultant shall be permitted to terminate this Agreement upon thirty (30) days of written notice to the Sanitation District only if the 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 17—Notices. Section 17: Notices All notices shall be personally delivered or mailed by first class mail to the below-listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: SANITATION ORANGE COUNTY SANITATION DISTRICT DISTRICT: Attention: Larry Roberson 10844 Ellis Avenue Fountain Valley, CA 92708-7018 CONSULTANT: DUDEK Attention: Russ Bergholz 605 Third Street Encinitas, CA 92024 Section 18: Attorney's Fees, Costs and Necessary Disbursements If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. Section 19: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 10 CONTRACT NO.FE15-00-01 Section 20: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 11 CONTRACT NO.FE15-00-01 IN WITNESS WHEREOF, this Agreement has been executed in the name of the Sanitation District by its officers thereunto duly authorized, and by the Consultant, as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By: Chair, Board of Directors By: Clerk of the Board By: Contracts, Purchasing and Materials Management Manager CONSULTANT By: By: Exhibits: Exhibit"A:'— Hourly Rate Schedule Exhibit"B"—OCSD Safety Standards Exhibit"C"—Allowable Direct Costs PROFESSIONAL DESIGN SERVICES AGREEMENT 12 CONTRACT NO.FE15-00-01 PROFESSIONAL DESIGN SERVICES AGREEMENT This Agreement is made and entered into, to be effective this 1st day of July, 2015, by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "Sanitation District" AND LEE & RO, INC. hereinafter referred to as "Consultant" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the Sanitation District, by action on June 24, 2015 approved the award of a Professional Design Services Agreement ("Agreement"), Contract No. FE15-00-02, to Consultant to provide services for selected projects on a Task Order basis, during Fiscal Year 2015-2016; and WHEREAS, the parties intend by this Agreement to set forth the general terms and conditions that will apply to any specific project for which Consultant is given a Task Order by the Sanitation District. NOW, THEREFORE, the Sanitation District and the Consultant mutually agree as follows: Section 1: Scope of Agreement The Sanitation District, at its sole discretion, may, from time to time during the term of this Agreement, issue a Request for Task Order Proposal ("RFTOP") setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal from the Consultant, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the Consultant's Proposal, and the Task Order shall upon execution by the Sanitation District, be attached hereto and become an operative part of this Agreement. Should any conflict or inconsistency exist in the Contract documents identified in this Section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 st) the terms of this Agreement and any amendments thereto; (2nd) the provisions of the RFTOP; (3rd)the provisions of any written Task Orders, which may be issued from time to time. Section 2: Task Orders, Issuance by Sanitation District The directive Task Order issued by the Sanitation District, shall specifically, or by reference to the RFTOP and corresponding Proposal, set forth the specific detailed terms of this Agreement that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, time for performance and compensation. PROFESSIONAL DESIGN SERVICES AGREEMENT 1 CONTRACT NO.FE15-00-02 Section 3: Term This Agreement shall commence on the effective date of this Agreement, and terminate June 30, 2016, unless further extended by action of the Sanitation District's Board of Directors and Consultant. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Consultant, and the terms and conditions of this Agreement shall continue in effect. Section 4: Compensation The total compensation, payable to the Consultant pursuant to this Agreement, shall not exceed four hundred thousand dollars ($400,000). The compensation includes, but is not limited to, fees for professional services (based on individual labor rates and sub-consultant fees), overhead, and profit. The specific amount of compensation payable to the Consultant for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed two hundred thousand dollars ($200,000) per Task Order unless authorized by the Sanitation District's Board of Directors. Consultant agrees and acknowledges that the execution of this Agreement does not in any way guarantee that a Task Order will be issued to Consultant. Moreover, execution of this Agreement shall not entitle Consultant to any form of payment or compensation from the Sanitation District without the Sanitation District first having issued a written Task Order. 4.1 Additional Work: For extra work not a part of this Agreement, a written authorization from the Sanitation District is required prior to the Consultant undertaking any extra work. 4.2 Rate Schedule: The services by the Consultant, pursuant to each project Task Order, shall be billed to the Sanitation District at the hourly rates for each class of employee to be used, set forth in an Exhibit, attached thereto and incorporated herein. 4.3 Method of Payment: The Consultant shall submit for approval by the Sanitation District, monthly invoices based on total services which have been satisfactorily completed and specifying a percentage of completion. The Consultant's billings shall be certified for payment by the Sanitation District only after the Sanitation District has determined that the Consultant has completed each applicable project task. 4.4 California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the Consultant's employees and/or subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, Consultant and subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. PROFESSIONAL DESIGN SERVICES AGREEMENT 2 CONTRACT NO.FE15-00-02 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. Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall furnish a copy of all certified payroll records to the Sanitation District and/or general public upon request, provided the public request is made through the Sanitation District, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the DIR. The Consultant and subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(3). 4.5 Record of Expenses: The Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available to the Sanitation District upon request. 4.6 Reallocation of Total Compensation: The Sanitation District, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation payable under the Task Order, provided that the total compensation for the Task Order is not increased. Section 5: Independent Contractor It is agreed that the Consultant shall act and be an independent contractor and not an agent or employee of the Sanitation District, and shall obtain no rights to any benefits which accrue to the Sanitation District's employees. Section 6: Limitations Upon Subcontracting and Assignment The Consultant shall not contract with any other person or entity to perform the services required without the written approval of the Sanitation District. This Agreement may not be assigned voluntarily, or by operation of law, without the prior written approval of the Sanitation District. If the Consultant is permitted to subcontract any part of this Agreement by the Sanitation District, the Consultant shall be responsible to the Sanitation District for the acts and omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and the Sanitation District. All persons engaged in the work will be considered employees of the Consultant. The Sanitation District will deal directly with and will make all payments to the Consultant. PROFESSIONAL DESIGN SERVICES AGREEMENT 3 CONTRACT NO.FE15-00-02 Section 7: Changes to Scope of Work In the event of a change in the Scope of Work as requested by the Sanitation District, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. Section 8: Time of Essence Time is of the essence in the performance of this Agreement. Section 9: Compliance with the Law The Consultant shall comply with all applicable laws, ordinances, codes, and regulations of federal, state and local government. Section 10: Conflicts of Interest The Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with the Consultant. Section 11: Work Schedule The Consultant shall hold such conferences with representatives of the Sanitation District and take such action as may be necessary to obtain the necessary data upon which to develop and evaluate the needs of the Sanitation District. Section 12: Copies of Work Product Upon completion of the work required for each Task Order, the Consultant shall deliver to the Sanitation District the number of copies specified in the specific Task Order Scope of Work of the final report containing the Consultant's findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. Section 13: Indemnification To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense and with legal counsel approved by the Sanitation District, which approval shall not be unreasonably withheld), protect and hold harmless the Sanitation District and all of the Sanitation 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, attorney's fees, disbursements and court costs, and all other professional, expert or Consultant's fees and costs and the Sanitation District's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from, pertain to, or relate 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, PROFESSIONAL DESIGN SERVICES AGREEMENT 4 CONTRACT NO.FE15-00-02 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 either one of the Indemnified Parties nor the Consultant, nor its principal, officer, agent, employee, nor Consultant's supplier, Consultant, subconsullanl, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and Consultant shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. Consultant's liability for indemnification hereunder is in addition to any liability Consultant may have to the Sanitation District for a breach by Consultant of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. Section 14: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 5 CONTRACT NO.FE15-00-02 Section 15: Insurance 15.1 General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the Sanitation District. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the Sanitation District will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the Sanitation District's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the Sanitation District will require 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. iIL Coverage shall be in effect prior to the commencement of any work under this Agreement. 15.2 General Liability: The Consultant shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by Sanitation District and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. 15.3 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 6 CONTRACT NO.FE15-00-02 15.4 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. 15.5 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 Employers Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Workers 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. 15.6 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 7 CONTRACT NO.FE15-00-02 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. 15.7 Proof of Coverage: The Consultant shall furnish the Sanitation District with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the Sanitation District before work commences. The Sanitation District reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010) or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the Sanitation District, and the Sanitation District may reject alternatives that provide different or less coverage to the Sanitation District. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) Sanitation District approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. 15.8 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 PROFESSIONAL DESIGN SERVICES AGREEMENT 8 CONTRACT NO.FE15-00-02 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. 15.9 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. 15.10 Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. 15.11 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. 15.12 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. 15.13 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. 15.14 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 9 CONTRACT NO.FE15-00-02 15.15 Limits Are Minimums: If the Consultant maintains higher limits than any minimums shown above, then Sanitation District requires and shall be entitled to coverage for the higher limits maintained by Consultant. Section 16: 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 Consultant shall be permitted to terminate this Agreement upon thirty (30)days of written notice to the Sanitation District only if the 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 17—Notices. Section 17: Notices All notices shall be personally delivered or mailed by first class mail to the below-listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: SANITATION ORANGE COUNTY SANITATION DISTRICT DISTRICT: Attention: Larry Roberson 10844 Ellis Avenue Fountain Valley, CA 92708-7018 CONSULTANT: LEE & RO, INC. Attention: Dhiru Patel 1199 South Fullerton Road City of Industry, CA 92373 Section 18: Attorney's Fees, Costs and Necessary Disbursements If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. Section 19: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 10 CONTRACT NO.FE15-00-02 Section 20: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 11 CONTRACT NO.FE15-00-02 IN WITNESS WHEREOF, this Agreement has been executed in the name of the Sanitation District by its officers thereunto duly authorized, and by the Consultant, as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By: Chair, Board of Directors By: Clerk of the Board By: Contracts, Purchasing and Materials Management Manager CONSULTANT By: By: Exhibits: Exhibit"A:'— Hourly Rate Schedule Exhibit"B"—OCSD Safety Standards Exhibit"C"—Allowable Direct Costs PROFESSIONAL DESIGN SERVICES AGREEMENT 12 CONTRACT NO.FE15-00-02 PROFESSIONAL DESIGN SERVICES AGREEMENT This Agreement is made and entered into, to be effective this 1st day of July, 2015, by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "Sanitation District" AND GHD, INC. hereinafter referred to as "Consultant" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the Sanitation District, by action on June 24, 2015 approved the award of a Professional Design Services Agreement ("Agreement"), Contract No. FE15-00-03, to Consultant to provide services for selected projects on a Task Order basis, during Fiscal Year 2015-2016; and WHEREAS, the parties intend by this Agreement to set forth the general terms and conditions that will apply to any specific project for which Consultant is given a Task Order by the Sanitation District. NOW, THEREFORE, the Sanitation District and the Consultant mutually agree as follows: Section 1: Scope of Agreement The Sanitation District, at its sole discretion, may, from time to time during the term of this Agreement, issue a Request for Task Order Proposal ("RFTOP") setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal from the Consultant, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the Consultant's Proposal, and the Task Order shall upon execution by the Sanitation District, be attached hereto and become an operative part of this Agreement. Should any conflict or inconsistency exist in the Contract documents identified in this Section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 st) the terms of this Agreement and any amendments thereto; (2nd) the provisions of the RFTOP; (3rd)the provisions of any written Task Orders, which may be issued from time to time. Section 2: Task Orders, Issuance by Sanitation District The directive Task Order issued by the Sanitation District, shall specifically, or by reference to the RFTOP and corresponding Proposal, set forth the specific detailed terms of this Agreement that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, time for performance and compensation. PROFESSIONAL DESIGN SERVICES AGREEMENT 1 CONTRACT NO.FE15-00-03 Section 3: Term This Agreement shall commence on the effective date of this Agreement, and terminate June 30, 2016, unless further extended by action of the Sanitation District's Board of Directors and Consultant. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Consultant, and the terms and conditions of this Agreement shall continue in effect. Section 4: Compensation The total compensation, payable to the Consultant pursuant to this Agreement, shall not exceed four hundred thousand dollars ($400,000). The compensation includes, but is not limited to, fees for professional services (based on individual labor rates and sub-consultant fees), overhead, and profit. The specific amount of compensation payable to the Consultant for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed two hundred thousand dollars ($200,000) per Task Order unless authorized by the Sanitation District's Board of Directors. Consultant agrees and acknowledges that the execution of this Agreement does not in any way guarantee that a Task Order will be issued to Consultant. Moreover, execution of this Agreement shall not entitle Consultant to any form of payment or compensation from the Sanitation District without the Sanitation District first having issued a written Task Order. 4.1 Additional Work: For extra work not a part of this Agreement, a written authorization from the Sanitation District is required prior to the Consultant undertaking any extra work. 4.2 Rate Schedule: The services by the Consultant, pursuant to each project Task Order, shall be billed to the Sanitation District at the hourly rates for each class of employee to be used, set forth in an Exhibit, attached thereto and incorporated herein. 4.3 Method of Payment: The Consultant shall submit for approval by the Sanitation District, monthly invoices based on total services which have been satisfactorily completed and specifying a percentage of completion. The Consultant's billings shall be certified for payment by the Sanitation District only after the Sanitation District has determined that the Consultant has completed each applicable project task. 4.4 California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the Consultant's employees and/or subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, Consultant and subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. PROFESSIONAL DESIGN SERVICES AGREEMENT 2 CONTRACT NO.FE15-00-03 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. Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall furnish a copy of all certified payroll records to the Sanitation District and/or general public upon request, provided the public request is made through the Sanitation District, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the DIR. The Consultant and subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(3). 4.5 Record of Expenses: The Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available to the Sanitation District upon request. 4.6 Reallocation of Total Compensation: The Sanitation District, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation payable under the Task Order, provided that the total compensation for the Task Order is not increased. Section 5: Independent Contractor It is agreed that the Consultant shall act and be an independent contractor and not an agent or employee of the Sanitation District, and shall obtain no rights to any benefits which accrue to the Sanitation District's employees. Section 6: Limitations Upon Subcontracting and Assignment The Consultant shall not contract with any other person or entity to perform the services required without the written approval of the Sanitation District. This Agreement may not be assigned voluntarily, or by operation of law, without the prior written approval of the Sanitation District. If the Consultant is permitted to subcontract any part of this Agreement by the Sanitation District, the Consultant shall be responsible to the Sanitation District for the acts and omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and the Sanitation District. All persons engaged in the work will be considered employees of the Consultant. The Sanitation District will deal directly with and will make all payments to the Consultant. PROFESSIONAL DESIGN SERVICES AGREEMENT 3 CONTRACT NO.FE15-00-03 Section 7: Changes to Scope of Work In the event of a change in the Scope of Work as requested by the Sanitation District, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. Section 8: Time of Essence Time is of the essence in the performance of this Agreement. Section 9: Compliance with the Law The Consultant shall comply with all applicable laws, ordinances, codes, and regulations of federal, state and local government. Section 10: Conflicts of Interest The Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with the Consultant. Section 11: Work Schedule The Consultant shall hold such conferences with representatives of the Sanitation District and take such action as may be necessary to obtain the necessary data upon which to develop and evaluate the needs of the Sanitation District. Section 12: Copies of Work Product Upon completion of the work required for each Task Order, the Consultant shall deliver to the Sanitation District the number of copies specified in the specific Task Order Scope of Work of the final report containing the Consultant's findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. Section 13: Indemnification To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense and with legal counsel approved by the Sanitation District, which approval shall not be unreasonably withheld), protect and hold harmless the Sanitation District and all of the Sanitation 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, attorney's fees, disbursements and court costs, and all other professional, expert or Consultant's fees and costs and the Sanitation District's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from, pertain to, or relate 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, PROFESSIONAL DESIGN SERVICES AGREEMENT 4 CONTRACT NO.FE15-00-03 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 either 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. Section 14: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 5 CONTRACT NO.FE15-00-03 Section 15: Insurance 15.1 General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the Sanitation District. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the Sanitation District will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the Sanitation District's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the Sanitation District will require 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. iIL Coverage shall be in effect prior to the commencement of any work under this Agreement. 15.2 General Liability: The Consultant shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by Sanitation District and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. 15.3 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 6 CONTRACT NO.FE15-00-03 15.4 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. 15.5 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 Employers Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Workers 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. 15.6 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 7 CONTRACT NO.FE15-00-03 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. 15.7 Proof of Coverage: The Consultant shall furnish the Sanitation District with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the Sanitation District before work commences. The Sanitation District reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010) or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the Sanitation District, and the Sanitation District may reject alternatives that provide different or less coverage to the Sanitation District. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) Sanitation District approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. 15.8 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 PROFESSIONAL DESIGN SERVICES AGREEMENT 8 CONTRACT NO.FE15-00-03 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. 15.9 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. 15.10 Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. 15.11 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. 15.12 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. 15.13 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. 15.14 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 9 CONTRACT NO.FE15-00-03 15.15 Limits Are Minimums: If the Consultant maintains higher limits than any minimums shown above, then Sanitation District requires and shall be entitled to coverage for the higher limits maintained by Consultant. Section 16: 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 Consultant shall be permitted to terminate this Agreement upon thirty (30)days of written notice to the Sanitation District only if the 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 17—Notices. Section 17: Notices All notices shall be personally delivered or mailed by first class mail to the below-listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: SANITATION ORANGE COUNTY SANITATION DISTRICT DISTRICT: Attention: Larry Roberson 10844 Ellis Avenue Fountain Valley, CA 92708-7018 CONSULTANT: GHD, INC. Attention: Greg Watanabe 16451 Scientific Way Irvine, CA 92618 Section 18: Attorney's Fees, Costs and Necessary Disbursements If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. Section 19: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 10 CONTRACT NO.FE15-00-03 Section 20: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 11 CONTRACT NO.FE15-00-03 IN WITNESS WHEREOF, this Agreement has been executed in the name of the Sanitation District by its officers thereunto duly authorized, and by the Consultant, as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By: Chair, Board of Directors By: Clerk of the Board By: Contracts, Purchasing and Materials Management Manager CONSULTANT By: By: Exhibits: Exhibit"A:'— Hourly Rate Schedule Exhibit"B"—OCSD Safety Standards Exhibit"C"—Allowable Direct Costs PROFESSIONAL DESIGN SERVICES AGREEMENT 12 CONTRACT NO.FE15-00-03 PROFESSIONAL DESIGN SERVICES AGREEMENT This Agreement is made and entered into, to be effective this 1st day of July, 2015, by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "Sanitation District" AND AECOM hereinafter referred to as "Consultant" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the Sanitation District, by action on June 24, 2015 approved the award of a Professional Design Services Agreement ("Agreement"), Contract No. FE15-00-04, to Consultant to provide services for selected projects on a Task Order basis, during Fiscal Year 2015-2016; and WHEREAS, the parties intend by this Agreement to set forth the general terms and conditions that will apply to any specific project for which Consultant is given a Task Order by the Sanitation District. NOW, THEREFORE, the Sanitation District and the Consultant mutually agree as follows: Section 1: Scope of Agreement The Sanitation District, at its sole discretion, may, from time to time during the term of this Agreement, issue a Request for Task Order Proposal ("RFTOP") setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal from the Consultant, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the Consultant's Proposal, and the Task Order shall upon execution by the Sanitation District, be attached hereto and become an operative part of this Agreement. Should any conflict or inconsistency exist in the contract documents identified in this Section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 st)the terms of this Agreement and any amendments thereto; (2nd) the provisions of the RFTOP; (3rd)the provisions of any written Task Orders, which may be issued from time to time. Section 2: Task Orders, Issuance by Sanitation District The directive Task Order issued by the Sanitation District, shall specifically, or by reference to the RFTOP and corresponding Proposal, set forth the specific detailed terms of this Agreement that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, time for performance and compensation. PROFESSIONAL DESIGN SERVICES AGREEMENT 1 CONTRACT NO.FE15-00-04 Section 3: Term This Agreement shall commence on the effective date of this Agreement, and terminate June 30, 2016, unless further extended by action of the Sanitation District's Board of Directors and Consultant. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Consultant, and the terms and conditions of this Agreement shall continue in effect. Section 4: Compensation The total compensation, payable to the Consultant pursuant to this Agreement, shall not exceed four hundred thousand dollars ($400,000). The compensation includes, but is not limited to, fees for professional services (based on individual labor rates and sub-consultant fees), overhead, and profit. The specific amount of compensation payable to the Consultant for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed two hundred thousand dollars ($200,000) per Task Order unless authorized by the Sanitation District's Board of Directors. Consultant agrees and acknowledges that the execution of this Agreement does not in any way guarantee that a Task Order will be issued to Consultant. Moreover, execution of this Agreement shall not entitle Consultant to any form of payment or compensation from the Sanitation District without the Sanitation District first having issued a written Task Order. 4.1 Additional Work: For extra work not a part of this Agreement, a written authorization from the Sanitation District is required prior to the Consultant undertaking any extra work. 4.2 Rate Schedule: The services by the Consultant, pursuant to each project Task Order, shall be billed to the Sanitation District at the hourly rates for each class of employee to be used, set forth in an Exhibit, attached thereto and incorporated herein. 4.3 Method of Payment: The Consultant shall submit for approval by the Sanitation District, monthly invoices based on total services which have been satisfactorily completed and specifying a percentage of completion. The Consultant's billings shall be certified for payment by the Sanitation District only after the Sanitation District has determined that the Consultant has completed each applicable project task. 4.4 California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the Consultant's employees and/or subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, Consultant and subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. PROFESSIONAL DESIGN SERVICES AGREEMENT 2 CONTRACT NO.FE15-00-04 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. Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall furnish a copy of all certified payroll records to the Sanitation District and/or general public upon request, provided the public request is made through the Sanitation District, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the DIR. The Consultant and subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(3). 4.5 Record of Expenses: The Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available to the Sanitation District upon request. 4.6 Reallocation of Total Compensation: The Sanitation District, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation payable under the Task Order, provided that the total compensation for the Task Order is not increased. Section 5: Independent Contractor It is agreed that the Consultant shall act and be an independent contractor and not an agent or employee of the Sanitation District, and shall obtain no rights to any benefits which accrue to the Sanitation District's employees. Section 6: Limitations Upon Subcontracting and Assignment The Consultant shall not contract with any other person or entity to perform the services required without the written approval of the Sanitation District. This Agreement may not be assigned voluntarily, or by operation of law, without the prior written approval of the Sanitation District. If the Consultant is permitted to subcontract any part of this Agreement by the Sanitation District, the Consultant shall be responsible to the Sanitation District for the acts and omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and the Sanitation District. All persons engaged in the work will be considered employees of the Consultant. The Sanitation District will deal directly with and will make all payments to the Consultant. PROFESSIONAL DESIGN SERVICES AGREEMENT 3 CONTRACT NO.FE15-00-04 Section 7: Changes to Scope of Work In the event of a change in the Scope of Work as requested by the Sanitation District, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. Section 8: Time of Essence Time is of the essence in the performance of this Agreement. Section 9: Compliance with the Law The Consultant shall comply with all applicable laws, ordinances, codes, and regulations of federal, state and local government. Section 10: Conflicts of Interest The Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with the Consultant. Section 11: Work Schedule The Consultant shall hold such conferences with representatives of the Sanitation District and take such action as may be necessary to obtain the necessary data upon which to develop and evaluate the needs of the Sanitation District. Section 12: Copies of Work Product Upon completion of the work required for each Task Order, the Consultant shall deliver to the Sanitation District the number of copies specified in the specific Task Order Scope of Work of the final report containing the Consultant's findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. Section 13: Indemnification To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense and with legal counsel approved by the Sanitation District, which approval shall not be unreasonably withheld), protect and hold harmless the Sanitation District and all of the Sanitation 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, attorney's fees, disbursements and court costs, and all other professional, expert or Consultant's fees and costs and the Sanitation District's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from, pertain to, or relate 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, PROFESSIONAL DESIGN SERVICES AGREEMENT 4 CONTRACT NO.FE15-00-04 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 either 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. Section 14: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 5 CONTRACT NO.FE15-00-04 Section 15: Insurance 15.1 General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the Sanitation District. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the Sanitation District will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the Sanitation District's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the Sanitation District will require 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. iIL Coverage shall be in effect prior to the commencement of any work under this Agreement. 15.2 General Liability: The Consultant shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by Sanitation District and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. 15.3 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 6 CONTRACT NO.FE15-00-04 15.4 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. 15.5 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 Workers 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. 15.6 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 7 CONTRACT NO.FE15-00-04 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. 15.7 Proof of Coverage: The Consultant shall furnish the Sanitation District with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the Sanitation District before work commences. The Sanitation District reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010) or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the Sanitation District, and the Sanitation District may reject alternatives that provide different or less coverage to the Sanitation District. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) Sanitation District approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. 15.8 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 PROFESSIONAL DESIGN SERVICES AGREEMENT 8 CONTRACT NO.FE15-00-04 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. 15.9 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. 15.10 Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. 15.11 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. 15.12 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. 15.13 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. 15.14 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 9 CONTRACT NO.FE15-00-04 15.15 Limits Are Minimums: If the Consultant maintains higher limits than any minimums shown above, then Sanitation District requires and shall be entitled to coverage for the higher limits maintained by Consultant. Section 16: 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 Consultant shall be permitted to terminate this Agreement upon thirty (30) days of written notice to the Sanitation District only if the 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 17—Notices. Section 17: Notices All notices shall be personally delivered or mailed by first class mail to the below-listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: SANITATION ORANGE COUNTY SANITATION DISTRICT DISTRICT: Attention: Larry Roberson 10844 Ellis Avenue Fountain Valley, CA 92708-7018 CONSULTANT: AECOM Attention: Jagadish Gundarlahalli 999 West Town & Country Road Orange, CA 92868 Section 18: Attorney's Fees, Costs and Necessary Disbursements If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. Section 19: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 10 CONTRACT NO.FE15-00-04 Section 20: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 11 CONTRACT NO.FE15-00-04 IN WITNESS WHEREOF, this Agreement has been executed in the name of the Sanitation District by its officers thereunto duly authorized, and by the Consultant, as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By: Chair, Board of Directors By: Clerk of the Board By: Contracts, Purchasing and Materials Management Manager CONSULTANT By: By: Exhibits: Exhibit"A:'— Hourly Rate Schedule Exhibit"B"—OCSD Safety Standards Exhibit"C"—Allowable Direct Costs PROFESSIONAL DESIGN SERVICES AGREEMENT 12 CONTRACT NO.FE15-00-04 PROFESSIONAL DESIGN SERVICES AGREEMENT This Agreement is made and entered into, to be effective this 1st day of July, 2015, by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "Sanitation District" AND HAZEN AND SAWYER hereinafter referred to as "Consultant" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the Sanitation District, by action on June 24, 2015 approved the award of a Professional Design Services Agreement ("Agreement"), Contract No. FE15-00-05, to Consultant to provide services for selected projects on a Task Order basis, during Fiscal Year 2015-2016; and WHEREAS, the parties intend by this Agreement to set forth the general terms and conditions that will apply to any specific project for which Consultant is given a Task Order by the Sanitation District. NOW, THEREFORE, the Sanitation District and the Consultant mutually agree as follows: Section 1: Scope of Agreement The Sanitation District, at its sole discretion, may, from time to time during the term of this Agreement, issue a Request for Task Order Proposal ("RFTOP") setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal from the Consultant, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the Consultant's Proposal, and the Task Order shall upon execution by the Sanitation District, be attached hereto and become an operative part of this Agreement. Should any conflict or inconsistency exist in the contract documents identified in this Section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 st)the terms of this Agreement and any amendments thereto; (2nd) the provisions of the RFTOP; (3rd)the provisions of any written Task Orders, which may be issued from time to time. Section 2: Task Orders, Issuance by Sanitation District The directive Task Order issued by the Sanitation District, shall specifically, or by reference to the RFTOP and corresponding Proposal, set forth the specific detailed terms of this Agreement that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, time for performance and compensation. PROFESSIONAL DESIGN SERVICES AGREEMENT 1 CONTRACT NO.FE15-00-05 Section 3: Term This Agreement shall commence on the effective date of this Agreement, and terminate June 30, 2016, unless further extended by action of the Sanitation District's Board of Directors and Consultant. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Consultant, and the terms and conditions of this Agreement shall continue in effect. Section 4: Compensation The total compensation, payable to the Consultant pursuant to this Agreement, shall not exceed four hundred thousand dollars ($400,000). The compensation includes, but is not limited to, fees for professional services (based on individual labor rates and sub-consultant fees), overhead, and profit. The specific amount of compensation payable to the Consultant for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed two hundred thousand dollars ($200,000) per Task Order unless authorized by the Sanitation District's Board of Directors. Consultant agrees and acknowledges that the execution of this Agreement does not in any way guarantee that a Task Order will be issued to Consultant. Moreover, execution of this Agreement shall not entitle Consultant to any form of payment or compensation from the Sanitation District without the Sanitation District first having issued a written Task Order. 4.1 Additional Work: For extra work not a part of this Agreement, a written authorization from the Sanitation District is required prior to the Consultant undertaking any extra work. 4.2 Rate Schedule: The services by the Consultant, pursuant to each project Task Order, shall be billed to the Sanitation District at the hourly rates for each class of employee to be used, set forth in an Exhibit, attached thereto and incorporated herein. 4.3 Method of Payment: The Consultant shall submit for approval by the Sanitation District, monthly invoices based on total services which have been satisfactorily completed and specifying a percentage of completion. The Consultant's billings shall be certified for payment by the Sanitation District only after the Sanitation District has determined that the Consultant has completed each applicable project task. 4.4 California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the Consultant's employees and/or subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, Consultant and subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. PROFESSIONAL DESIGN SERVICES AGREEMENT 2 CONTRACT NO.FE15-00-05 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. Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall furnish a copy of all certified payroll records to the Sanitation District and/or general public upon request, provided the public request is made through the Sanitation District, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the DIR. The Consultant and subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(3). 4.5 Record of Expenses: The Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available to the Sanitation District upon request. 4.6 Reallocation of Total Compensation: The Sanitation District, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation payable under the Task Order, provided that the total compensation for the Task Order is not increased. Section 5: Independent Contractor It is agreed that the Consultant shall act and be an independent contractor and not an agent or employee of the Sanitation District, and shall obtain no rights to any benefits which accrue to the Sanitation District's employees. Section 6: Limitations Upon Subcontracting and Assignment The Consultant shall not contract with any other person or entity to perform the services required without the written approval of the Sanitation District. This Agreement may not be assigned voluntarily, or by operation of law, without the prior written approval of the Sanitation District. If the Consultant is permitted to subcontract any part of this Agreement by the Sanitation District, the Consultant shall be responsible to the Sanitation District for the acts and omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and the Sanitation District. All persons engaged in the work will be considered employees of the Consultant. The Sanitation District will deal directly with and will make all payments to the Consultant. PROFESSIONAL DESIGN SERVICES AGREEMENT 3 CONTRACT NO.FE15-00-05 Section 7: Changes to Scope of Work In the event of a change in the Scope of Work as requested by the Sanitation District, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. Section 8: Time of Essence Time is of the essence in the performance of this Agreement. Section 9: Compliance with the Law The Consultant shall comply with all applicable laws, ordinances, codes, and regulations of federal, state and local government. Section 10: Conflicts of Interest The Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with the Consultant. Section 11: Work Schedule The Consultant shall hold such conferences with representatives of the Sanitation District and take such action as may be necessary to obtain the necessary data upon which to develop and evaluate the needs of the Sanitation District. Section 12: Copies of Work Product Upon completion of the work required for each Task Order, the Consultant shall deliver to the Sanitation District the number of copies specified in the specific Task Order Scope of Work of the final report containing the Consultant's findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. Section 13: Indemnification To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense and with legal counsel approved by the Sanitation District, which approval shall not be unreasonably withheld), protect and hold harmless the Sanitation District and all of the Sanitation 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, attorney's fees, disbursements and court costs, and all other professional, expert or Consultant's fees and costs and the Sanitation District's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from, pertain to, or relate 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, PROFESSIONAL DESIGN SERVICES AGREEMENT 4 CONTRACT NO.FE15-00-05 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 either 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. Section 14: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 5 CONTRACT NO.FE15-00-05 Section 15: Insurance 15.1 General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the Sanitation District. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the Sanitation District will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the Sanitation District's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the Sanitation District will require 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. iIL Coverage shall be in effect prior to the commencement of any work under this Agreement. 15.2 General Liability: The Consultant shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by Sanitation District and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. 15.3 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 6 CONTRACT NO.FE15-00-05 15.4 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. 15.5 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 Workers 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. 15.6 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 7 CONTRACT NO.FE15-00-05 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. 15.7 Proof of Coverage: The Consultant shall furnish the Sanitation District with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the Sanitation District before work commences. The Sanitation District reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010) or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the Sanitation District, and the Sanitation District may reject alternatives that provide different or less coverage to the Sanitation District. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) Sanitation District approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. 15.8 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 PROFESSIONAL DESIGN SERVICES AGREEMENT 8 CONTRACT NO.FE15-00-05 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. 15.9 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. 15.10 Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. 15.11 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. 15.12 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. 15.13 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. 15.14 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 9 CONTRACT NO.FE15-00-05 15.15 Limits Are Minimums: If the Consultant maintains higher limits than any minimums shown above, then Sanitation District requires and shall be entitled to coverage for the higher limits maintained by Consultant. Section 16: 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 Consultant shall be permitted to terminate this Agreement upon thirty (30)days of written notice to the Sanitation District only if the 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 17—Notices. Section 17: Notices All notices shall be personally delivered or mailed by first class mail to the below-listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: SANITATION ORANGE COUNTY SANITATION DISTRICT DISTRICT: Attention: Larry Roberson 10844 Ellis Avenue Fountain Valley, CA 92708-7018 CONSULTANT: HAZEN AND SWAYER Attention: Lynn Grijalva 1149 South Hill Street, Suite 450 Los Angeles, CA 90015 Section 18: Attorney's Fees, Costs and Necessary Disbursements If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. Section 19: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 10 CONTRACT NO.FE15-00-05 Section 20: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 11 CONTRACT NO.FE15-00-05 IN WITNESS WHEREOF, this Agreement has been executed in the name of the Sanitation District by its officers thereunto duly authorized, and by the Consultant, as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By: Chair, Board of Directors By: Clerk of the Board By: Contracts, Purchasing and Materials Management Manager CONSULTANT By: By: Exhibits: Exhibit"A!'— Hourly Rate Schedule Exhibit"B"—OCSD Safety Standards Exhibit"C"—Allowable Direct Costs PROFESSIONAL DESIGN SERVICES AGREEMENT 12 CONTRACT NO.FE15-00-05 PROFESSIONAL DESIGN SERVICES AGREEMENT This Agreement is made and entered into, to be effective this 1st day of July, 2015, by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "Sanitation District" AND RMC WATER AND ENVIRONMENT hereinafter referred to as "Consultant" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the Sanitation District, by action on June 24, 2015 approved the award of a Professional Design Services Agreement ("Agreement"), Contract No. FE15-00-06, to Consultant to provide services for selected projects on a Task Order basis, during Fiscal Year 2015-2016; and WHEREAS, the parties intend by this Agreement to set forth the general terms and conditions that will apply to any specific project for which Consultant is given a Task Order by the Sanitation District. NOW, THEREFORE, the Sanitation District and the Consultant mutually agree as follows: Section 1: Scope of Agreement The Sanitation District, at its sole discretion, may, from time to time during the term of this Agreement, issue a Request for Task Order Proposal ("RFTOP") setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal from the Consultant, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the Consultant's Proposal, and the Task Order shall upon execution by the Sanitation District, be attached hereto and become an operative part of this Agreement. Should any conflict or inconsistency exist in the contract documents identified in this Section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 st)the terms of this Agreement and any amendments thereto; (2nd) the provisions of the RFTOP; (3rd)the provisions of any written Task Orders, which may be issued from time to time. Section 2: Task Orders, Issuance by Sanitation District The directive Task Order issued by the Sanitation District, shall specifically, or by reference to the RFTOP and corresponding Proposal, set forth the specific detailed terms of this Agreement that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, time for performance and compensation. PROFESSIONAL DESIGN SERVICES AGREEMENT 1 CONTRACT NO.FE15-00-06 Section 3: Term This Agreement shall commence on the effective date of this Agreement, and terminate June 30, 2016, unless further extended by action of the Sanitation District's Board of Directors and Consultant. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Consultant, and the terms and conditions of this Agreement shall continue in effect. Section 4: Compensation The total compensation, payable to the Consultant pursuant to this Agreement, shall not exceed four hundred thousand dollars ($400,000). The compensation includes, but is not limited to, fees for professional services (based on individual labor rates and sub-consultant fees), overhead, and profit. The specific amount of compensation payable to the Consultant for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed two hundred thousand dollars ($200,000) per Task Order unless authorized by the Sanitation District's Board of Directors. Consultant agrees and acknowledges that the execution of this Agreement does not in any way guarantee that a Task Order will be issued to Consultant. Moreover, execution of this Agreement shall not entitle Consultant to any form of payment or compensation from the Sanitation District without the Sanitation District first having issued a written Task Order. 4.1 Additional Work: For extra work not a part of this Agreement, a written authorization from the Sanitation District is required prior to the Consultant undertaking any extra work. 4.2 Rate Schedule: The services by the Consultant, pursuant to each project Task Order, shall be billed to the Sanitation District at the hourly rates for each class of employee to be used, set forth in an Exhibit, attached thereto and incorporated herein. 4.3 Method of Payment: The Consultant shall submit for approval by the Sanitation District, monthly invoices based on total services which have been satisfactorily completed and specifying a percentage of completion. The Consultant's billings shall be certified for payment by the Sanitation District only after the Sanitation District has determined that the Consultant has completed each applicable project task. 4.4 California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the Consultant's employees and/or subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, Consultant and subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. PROFESSIONAL DESIGN SERVICES AGREEMENT 2 CONTRACT NO.FE15-00-06 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. Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall furnish a copy of all certified payroll records to the Sanitation District and/or general public upon request, provided the public request is made through the Sanitation District, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the DIR. The Consultant and subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(3). 4.5 Record of Expenses: The Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available to the Sanitation District upon request. 4.6 Reallocation of Total Compensation: The Sanitation District, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation payable under the Task Order, provided that the total compensation for the Task Order is not increased. Section 5: Independent Contractor It is agreed that the Consultant shall act and be an independent contractor and not an agent or employee of the Sanitation District, and shall obtain no rights to any benefits which accrue to the Sanitation District's employees. Section 6: Limitations Upon Subcontracting and Assignment The Consultant shall not contract with any other person or entity to perform the services required without the written approval of the Sanitation District. This Agreement may not be assigned voluntarily, or by operation of law, without the prior written approval of the Sanitation District. If the Consultant is permitted to subcontract any part of this Agreement by the Sanitation District, the Consultant shall be responsible to the Sanitation District for the acts and omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and the Sanitation District. All persons engaged in the work will be considered employees of the Consultant. The Sanitation District will deal directly with and will make all payments to the Consultant. PROFESSIONAL DESIGN SERVICES AGREEMENT 3 CONTRACT NO.FE15-00-06 Section 7: Changes to Scope of Work In the event of a change in the Scope of Work as requested by the Sanitation District, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. Section 8: Time of Essence Time is of the essence in the performance of this Agreement. Notwithstanding the foregoing, Consultant shall be entitled to an extension of time for delays to Consultant beyond its reasonable control. Section 9: Compliance with the Law Consistent with its obligation to provide services in accordance with the professional standard of care, the Consultant shall comply with all applicable laws, ordinances, codes, and regulations of federal, state and local government. Section 10: Conflicts of Interest The Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with the Consultant. Section 11: Work Schedule The Consultant shall hold such conferences with representatives of the Sanitation District and take such action as may be necessary to obtain the necessary data upon which to develop and evaluate the needs of the Sanitation District. Consultant shall have the right to rely on the adequacy and accuracy of information provided by the Sanitation District and Consultant shall promptly inform the Sanitation District if it becomes aware of any error or omission in information provided. Section 12: Copies of Work Product Upon completion of the work required for each Task Order, the Consultant shall deliver to the Sanitation District the number of copies specified in the specific Task Order Scope of Work of the final report containing the Consultant's findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. Section 13: Indemnification To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense and with legal counsel approved by the Sanitation District, which approval shall not be unreasonably withheld), protect and hold harmless the Sanitation District and all of the Sanitation 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, attorney's fees, disbursements and court costs, and all other professional, expert or Consultant's fees and costs and the Sanitation District's general and PROFESSIONAL DESIGN SERVICES AGREEMENT 4 CONTRACT NO.FE15-00-06 administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from, pertain to, or relate 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 either 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. Section 14: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 5 CONTRACT NO.FE15-00-06 Section 15: Insurance 15.1 General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the Sanitation District. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the Sanitation District will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the Sanitation District's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the Sanitation District will require 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. iIL Coverage shall be in effect prior to the commencement of any work under this Agreement. 15.2 General Liability: The Consultant shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by Sanitation District and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. 15.3 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. 15.4 AutomotiveNehicle liability Insurance: PROFESSIONAL DESIGN SERVICES AGREEMENT 6 CONTRACT NO.FE15-00-06 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. 15.5 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. 15.6 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 7 CONTRACT NO.FE15-00-06 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. 15.7 Proof of Coverage: The Consultant shall furnish the Sanitation District with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the Sanitation District before work commences. The Sanitation District reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010) or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the Sanitation District, and the Sanitation District may reject alternatives that provide different or less coverage to the Sanitation District. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) Sanitation District approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. 15.8 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 PROFESSIONAL DESIGN SERVICES AGREEMENT 8 CONTRACT NO.FE15-00-06 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. 15.9 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. 15.10 Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. 15.11 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. 15.12 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. 15.13 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. 15.14 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 9 CONTRACT NO.FE15-00-06 15.15 Limits Are Minimums: If the Consultant maintains higher limits than any minimums shown above, then Sanitation District requires and shall be entitled to coverage for the higher limits maintained by Consultant. Section 16: 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 Consultant shall be permitted to terminate this Agreement upon thirty (30) days of written notice to the Sanitation District only if the 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 17—Notices. Section 17: Notices All notices shall be personally delivered or mailed by first class mail to the below-listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: SANITATION ORANGE COUNTY SANITATION DISTRICT DISTRICT: Attention: Larry Roberson 10844 Ellis Avenue Fountain Valley, CA 92708-7018 CONSULTANT: RMC WATER AND ENVIRONMENT Attention: Scott Goldman 15510-C Rockfield Boulevard, Suite 200 Irvine, CA 92618 Section 18: Attorney's Fees. Costs and Necessary Disbursements If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. Section 19: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 10 CONTRACT NO.FE15-00-06 Section 20: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 11 CONTRACT NO.FE15-00-06 IN WITNESS WHEREOF, this Agreement has been executed in the name of the Sanitation District by its officers thereunto duly authorized, and by the Consultant, as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By: Chair, Board of Directors By: Clerk of the Board By: Contracts, Purchasing and Materials Management Manager CONSULTANT By: By: Exhibits: Exhibit"A:'— Hourly Rate Schedule Exhibit"B"—OCSD Safety Standards Exhibit"C"—Allowable Direct Costs PROFESSIONAL DESIGN SERVICES AGREEMENT 12 CONTRACT NO.FE15-00-06 PROFESSIONAL DESIGN SERVICES AGREEMENT This Agreement is made and entered into, to be effective this 1st day of July, 2015, by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "Sanitation District" AND PROJECTLINE TECHNICAL SERVICES, INC. hereinafter referred to as "Consultant" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the Sanitation District, by action on June 24, 2015 approved the award of a Professional Design Services Agreement ("Agreement"), Contract No. FE15-00-07, to Consultant to provide services for selected projects on a Task Order basis, during Fiscal Year 2015-2016; and WHEREAS, the parties intend by this Agreement to set forth the general terms and conditions that will apply to any specific project for which Consultant is given a Task Order by the Sanitation District. NOW, THEREFORE, the Sanitation District and the Consultant mutually agree as follows: Section 1: Scope of Agreement The Sanitation District, at its sole discretion, may, from time to time during the term of this Agreement, issue a Request for Task Order Proposal ("RFTOP") setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal from the Consultant, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the Consultant's Proposal, and the Task Order shall upon execution by the Sanitation District, be attached hereto and become an operative part of this Agreement. Should any conflict or inconsistency exist in the contract documents identified in this Section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 st)the terms of this Agreement and any amendments thereto; (2nd) the provisions of the RFTOP; (3rd)the provisions of any written Task Orders, which may be issued from time to time. Section 2: Task Orders, Issuance by Sanitation District The directive Task Order issued by the Sanitation District, shall specifically, or by reference to the RFTOP and corresponding Proposal, set forth the specific detailed terms of this Agreement that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, time for performance and compensation. PROFESSIONAL DESIGN SERVICES AGREEMENT 1 CONTRACT NO.FE15-00-07 Section 3: Term This Agreement shall commence on the effective date of this Agreement, and terminate June 30, 2016, unless further extended by action of the Sanitation District's Board of Directors and Consultant. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Consultant, and the terms and conditions of this Agreement shall continue in effect. Section 4: Compensation The total compensation, payable to the Consultant pursuant to this Agreement, shall not exceed four hundred thousand dollars ($400,000). The compensation includes, but is not limited to, fees for professional services (based on individual labor rates and sub-consultant fees), overhead, and profit. The specific amount of compensation payable to the Consultant for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed two hundred thousand dollars ($200,000) per Task Order unless authorized by the Sanitation District's Board of Directors. Consultant agrees and acknowledges that the execution of this Agreement does not in any way guarantee that a Task Order will be issued to Consultant. Moreover, execution of this Agreement shall not entitle Consultant to any form of payment or compensation from the Sanitation District without the Sanitation District first having issued a written Task Order. 4.1 Additional Work: For extra work not a part of this Agreement, a written authorization from the Sanitation District is required prior to the Consultant undertaking any extra work. 4.2 Rate Schedule: The services by the Consultant, pursuant to each project Task Order, shall be billed to the Sanitation District at the hourly rates for each class of employee to be used, set forth in an Exhibit, attached thereto and incorporated herein. 4.3 Method of Payment: The Consultant shall submit for approval by the Sanitation District, monthly invoices based on total services which have been satisfactorily completed and specifying a percentage of completion. The Consultant's billings shall be certified for payment by the Sanitation District only after the Sanitation District has determined that the Consultant has completed each applicable project task. 4.4 California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the Consultant's employees and/or subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, Consultant and subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. PROFESSIONAL DESIGN SERVICES AGREEMENT 2 CONTRACT NO.FE15-00-07 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. Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall furnish a copy of all certified payroll records to the Sanitation District and/or general public upon request, provided the public request is made through the Sanitation District, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the DIR. The Consultant and subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(3). 4.5 Record of Expenses: The Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available to the Sanitation District upon request. 4.6 Reallocation of Total Compensation: The Sanitation District, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation payable under the Task Order, provided that the total compensation for the Task Order is not increased. Section 5: Independent Contractor It is agreed that the Consultant shall act and be an independent contractor and not an agent or employee of the Sanitation District, and shall obtain no rights to any benefits which accrue to the Sanitation District's employees. Section 6: Limitations Upon Subcontracting and Assignment The Consultant shall not contract with any other person or entity to perform the services required without the written approval of the Sanitation District. This Agreement may not be assigned voluntarily, or by operation of law, without the prior written approval of the Sanitation District. If the Consultant is permitted to subcontract any part of this Agreement by the Sanitation District, the Consultant shall be responsible to the Sanitation District for the acts and omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and the Sanitation District. All persons engaged in the work will be considered employees of the Consultant. The Sanitation District will deal directly with and will make all payments to the Consultant. PROFESSIONAL DESIGN SERVICES AGREEMENT 3 CONTRACT NO.FE15-00-07 Section 7: Changes to Scope of Work In the event of a change in the Scope of Work as requested by the Sanitation District, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. Section 8: Time of Essence Time is of the essence in the performance of this Agreement. Section 9: Compliance with the Law The Consultant shall comply with all applicable laws, ordinances, codes, and regulations of federal, state and local government. Section 10: Conflicts of Interest The Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with the Consultant. Section 11: Work Schedule The Consultant shall hold such conferences with representatives of the Sanitation District and take such action as may be necessary to obtain the necessary data upon which to develop and evaluate the needs of the Sanitation District. Section 12: Copies of Work Product Upon completion of the work required for each Task Order, the Consultant shall deliver to the Sanitation District the number of copies specified in the specific Task Order Scope of Work of the final report containing the Consultant's findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. Section 13: Indemnification To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense and with legal counsel approved by the Sanitation District, which approval shall not be unreasonably withheld), protect and hold harmless the Sanitation District and all of the Sanitation 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, attorney's fees, disbursements and court costs, and all other professional, expert or Consultant's fees and costs and the Sanitation District's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from, pertain to, or relate 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, PROFESSIONAL DESIGN SERVICES AGREEMENT 4 CONTRACT NO.FE15-00-07 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 either 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. Section 14: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 5 CONTRACT NO.FE15-00-07 Section 15: Insurance 15.1 General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the Sanitation District. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the Sanitation District will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the Sanitation District's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the Sanitation District will require 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. iIL Coverage shall be in effect prior to the commencement of any work under this Agreement. 15.2 General Liability: The Consultant shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by Sanitation District and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. 15.3 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 6 CONTRACT NO.FE15-00-07 15.4 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. 15.5 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 Employers Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Workers 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. 15.6 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 7 CONTRACT NO.FE15-00-07 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. 15.7 Proof of Coverage: The Consultant shall furnish the Sanitation District with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the Sanitation District before work commences. The Sanitation District reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010) or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the Sanitation District, and the Sanitation District may reject alternatives that provide different or less coverage to the Sanitation District. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) Sanitation District approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. 15.8 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 PROFESSIONAL DESIGN SERVICES AGREEMENT 8 CONTRACT NO.FE15-00-07 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. 15.9 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. 15.10 Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. 15.11 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. 15.12 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. 15.13 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. 15.14 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 9 CONTRACT NO.FE15-00-07 15.15 Limits Are Minimums: If the Consultant maintains higher limits than any minimums shown above, then Sanitation District requires and shall be entitled to coverage for the higher limits maintained by Consultant. Section 16: 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 Consultant shall be permitted to terminate this Agreement upon thirty (30) days of written notice to the Sanitation District only if the 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 17—Notices. Section 17: Notices All notices shall be personally delivered or mailed by first class mail to the below-listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: SANITATION ORANGE COUNTY SANITATION DISTRICT DISTRICT: Attention: Larry Roberson 10844 Ellis Avenue Fountain Valley, CA 92708-7018 CONSULTANT: PROJECTLINE TECHNICAL SERVICES, INC. Attention: Robert Getter 2900 Bristol, Suite D-103 Costa Mesa, CA 92626 Section 18: Attorney's Fees, Costs and Necessary Disbursements If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. Section 19: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 10 CONTRACT NO.FE15-00-07 Section 20: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 11 CONTRACT NO.FE15-00-07 IN WITNESS WHEREOF, this Agreement has been executed in the name of the Sanitation District by its officers thereunto duly authorized, and by the Consultant, as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By: Chair, Board of Directors By: Clerk of the Board By: Contracts, Purchasing and Materials Management Manager CONSULTANT By: By: Exhibits: Exhibit"A:'— Hourly Rate Schedule Exhibit"B"—OCSD Safety Standards Exhibit"C"—Allowable Direct Costs PROFESSIONAL DESIGN SERVICES AGREEMENT 12 CONTRACT NO.FE15-00-07 PROFESSIONAL DESIGN SERVICES AGREEMENT This Agreement is made and entered into, to be effective this 1st day of July, 2015, by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "Sanitation District" AND TAIT &ASSOCIATES, INC. hereinafter referred to as "Consultant" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the Sanitation District, by action on June 24, 2015 approved the award of a Professional Design Services Agreement ("Agreement"), Contract No. FE15-00-08, to Consultant to provide services for selected projects on a Task Order basis, during Fiscal Year 2015-2016; and WHEREAS, the parties intend by this Agreement to set forth the general terms and conditions that will apply to any specific project for which Consultant is given a Task Order by the Sanitation District. NOW, THEREFORE, the Sanitation District and the Consultant mutually agree as follows: Section 1: Scope of Agreement The Sanitation District, at its sole discretion, may, from time to time during the term of this Agreement, issue a Request for Task Order Proposal ("RFTOP") setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal from the Consultant, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the Consultant's Proposal, and the Task Order shall upon execution by the Sanitation District, be attached hereto and become an operative part of this Agreement. Should any conflict or inconsistency exist in the Contract documents identified in this Section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 st)the terms of this Agreement and any amendments thereto; (2nd) the provisions of the RFTOP; (3rd)the provisions of any written Task Orders, which may be issued from time to time. Section 2: Task Orders, Issuance by Sanitation District The directive Task Order issued by the Sanitation District, shall specifically, or by reference to the RFTOP and corresponding Proposal, set forth the specific detailed terms of this Agreement that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, time for performance and compensation. PROFESSIONAL DESIGN SERVICES AGREEMENT 1 CONTRACT NO.FE15-00-08 Section 3: Term This Agreement shall commence on the effective date of this Agreement, and terminate June 30, 2016, unless further extended by action of the Sanitation District's Board of Directors and Consultant. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Consultant, and the terms and conditions of this Agreement shall continue in effect. Section 4: Compensation The total compensation, payable to the Consultant pursuant to this Agreement, shall not exceed four hundred thousand dollars ($400,000). The compensation includes, but is not limited to, fees for professional services (based on individual labor rates and sub-consultant fees), overhead, and profit. The specific amount of compensation payable to the Consultant for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed two hundred thousand dollars ($200,000) per Task Order unless authorized by the Sanitation District's Board of Directors. Consultant agrees and acknowledges that the execution of this Agreement does not in any way guarantee that a Task Order will be issued to Consultant. Moreover, execution of this Agreement shall not entitle Consultant to any form of payment or compensation from the Sanitation District without the Sanitation District first having issued a written Task Order. 4.1 Additional Work: For extra work not a part of this Agreement, a written authorization from the Sanitation District is required prior to the Consultant undertaking any extra work. 4.2 Rate Schedule: The services by the Consultant, pursuant to each project Task Order, shall be billed to the Sanitation District at the hourly rates for each class of employee to be used, set forth in an Exhibit, attached thereto and incorporated herein. 4.3 Method of Payment: The Consultant shall submit for approval by the Sanitation District, monthly invoices based on total services which have been satisfactorily completed and specifying a percentage of completion. The Consultant's billings shall be certified for payment by the Sanitation District only after the Sanitation District has determined that the Consultant has completed each applicable project task. 4.4 California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the Consultant's employees and/or subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, Consultant and subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. PROFESSIONAL DESIGN SERVICES AGREEMENT 2 CONTRACT NO.FE15-00-08 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. Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall furnish a copy of all certified payroll records to the Sanitation District and/or general public upon request, provided the public request is made through the Sanitation District, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the DIR. The Consultant and subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(3). 4.5 Record of Expenses: The Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available to the Sanitation District upon request. 4.6 Reallocation of Total Compensation: The Sanitation District, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation payable under the Task Order, provided that the total compensation for the Task Order is not increased. Section 5: Independent Contractor It is agreed that the Consultant shall act and be an independent contractor and not an agent or employee of the Sanitation District, and shall obtain no rights to any benefits which accrue to the Sanitation District's employees. Section 6: Limitations Upon Subcontracting and Assignment The Consultant shall not contract with any other person or entity to perform the services required without the written approval of the Sanitation District. This Agreement may not be assigned voluntarily, or by operation of law, without the prior written approval of the Sanitation District. If the Consultant is permitted to subcontract any part of this Agreement by the Sanitation District, the Consultant shall be responsible to the Sanitation District for the acts and omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and the Sanitation District. All persons engaged in the work will be considered employees of the Consultant. The Sanitation District will deal directly with and will make all payments to the Consultant. PROFESSIONAL DESIGN SERVICES AGREEMENT 3 CONTRACT NO.FE15-00-08 Section 7: Changes to Scope of Work In the event of a change in the Scope of Work as requested by the Sanitation District, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. Section 8: Time of Essence Time is of the essence in the performance of this Agreement. Section 9: Compliance with the Law The Consultant shall comply with all applicable laws, ordinances, codes, and regulations of federal, state and local government. Section 10: Conflicts of Interest The Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with the Consultant. Section 11: Work Schedule The Consultant shall hold such conferences with representatives of the Sanitation District and take such action as may be necessary to obtain the necessary data upon which to develop and evaluate the needs of the Sanitation District. Section 12: Copies of Work Product Upon completion of the work required for each Task Order, the Consultant shall deliver to the Sanitation District the number of copies specified in the specific Task Order Scope of Work of the final report containing the Consultant's findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. Section 13: Indemnification To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense and with legal counsel approved by the Sanitation District, which approval shall not be unreasonably withheld), protect and hold harmless the Sanitation District and all of the Sanitation 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, attorney's fees, disbursements and court costs, and all other professional, expert or Consultant's fees and costs and the Sanitation District's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from, pertain to, or relate 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, PROFESSIONAL DESIGN SERVICES AGREEMENT 4 CONTRACT NO.FE15-00-08 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 either 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. Section 14: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 5 CONTRACT NO.FE15-00-08 Section 15: Insurance 15.1 General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the Sanitation District. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the Sanitation District will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the Sanitation District's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the Sanitation District will require 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. iIL Coverage shall be in effect prior to the commencement of any work under this Agreement. 15.2 General Liability: The Consultant shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by Sanitation District and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. 15.3 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 6 CONTRACT NO.FE15-00-08 15.4 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. 15.5 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 Workers 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. 15.6 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 7 CONTRACT NO.FE15-00-08 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. 15.7 Proof of Coverage: The Consultant shall furnish the Sanitation District with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the Sanitation District before work commences. The Sanitation District reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010) or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the Sanitation District, and the Sanitation District may reject alternatives that provide different or less coverage to the Sanitation District. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) Sanitation District approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. 15.8 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 PROFESSIONAL DESIGN SERVICES AGREEMENT 8 CONTRACT NO.FE15-00-08 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. 15.9 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. 15.10 Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. 15.11 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. 15.12 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. 15.13 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. 15.14 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 9 CONTRACT NO.FE15-00-08 15.15 Limits Are Minimums: If the Consultant maintains higher limits than any minimums shown above, then Sanitation District requires and shall be entitled to coverage for the higher limits maintained by Consultant. Section 16: 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 Consultant shall be permitted to terminate this Agreement upon thirty (30) days of written notice to the Sanitation District only if the 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 17—Notices. Section 17: Notices All notices shall be personally delivered or mailed by first class mail to the below-listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: SANITATION ORANGE COUNTY SANITATION DISTRICT DISTRICT: Attention: Larry Roberson 10844 Ellis Avenue Fountain Valley, CA 92708-7018 CONSULTANT: TAIT&ASSOCIATES, INC. Attention: Jacob Vandervis 701 North Parkcenter Drive Santa Ana, CA 92705 Section 18: Attorney's Fees, Costs and Necessary Disbursements If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. Section 19: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 10 CONTRACT NO.FE15-00-08 Section 20: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 11 CONTRACT NO.FE15-00-08 IN WITNESS WHEREOF, this Agreement has been executed in the name of the Sanitation District by its officers thereunto duly authorized, and by the Consultant, as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By: Chair, Board of Directors By: Clerk of the Board By: Contracts, Purchasing and Materials Management Manager CONSULTANT By: By: Exhibits: Exhibit"A:'— Hourly Rate Schedule Exhibit"B"—OCSD Safety Standards Exhibit"C"—Allowable Direct Costs PROFESSIONAL DESIGN SERVICES AGREEMENT 12 CONTRACT NO.FE15-00-08 PROFESSIONAL DESIGN SERVICES AGREEMENT This Agreement is made and entered into, to be effective this 1st day of July, 2015, by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "Sanitation District" AND BEYAZ & PATEL, INC. hereinafter referred to as "Consultant" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the Sanitation District, by action on June 24, 2015 approved the award of a Professional Design Services Agreement ("Agreement"), Contract No. FE15-00-09, to Consultant to provide services for selected projects on a Task Order basis, during Fiscal Year 2015-2016; and WHEREAS, the parties intend by this Agreement to set forth the general terms and conditions that will apply to any specific project for which Consultant is given a Task Order by the Sanitation District. NOW, THEREFORE, the Sanitation District and the Consultant mutually agree as follows: Section 1: Scope of Agreement The Sanitation District, at its sole discretion, may, from time to time during the term of this Agreement, issue a Request for Task Order Proposal ("RFTOP") setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal from the Consultant, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the Consultant's Proposal, and the Task Order shall upon execution by the Sanitation District, be attached hereto and become an operative part of this Agreement. Should any conflict or inconsistency exist in the contract documents identified in this Section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 st)the terms of this Agreement and any amendments thereto; (2nd) the provisions of the RFTOP; (3rd)the provisions of any written Task Orders, which may be issued from time to time. Section 2: Task Orders, Issuance by Sanitation District The directive Task Order issued by the Sanitation District, shall specifically, or by reference to the RFTOP and corresponding Proposal, set forth the specific detailed terms of this Agreement that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, time for performance and compensation. PROFESSIONAL DESIGN SERVICES AGREEMENT 1 CONTRACT NO.FE15-00-09 Section 3: Term This Agreement shall commence on the effective date of this Agreement, and terminate June 30, 2016, unless further extended by action of the Sanitation District's Board of Directors and Consultant. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Consultant, and the terms and conditions of this Agreement shall continue in effect. Section 4: Compensation The total compensation, payable to the Consultant pursuant to this Agreement, shall not exceed four hundred thousand dollars ($400,000). The compensation includes, but is not limited to, fees for professional services (based on individual labor rates and sub-consultant fees), overhead, and profit. The specific amount of compensation payable to the Consultant for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed two hundred thousand dollars ($200,000) per Task Order unless authorized by the Sanitation District's Board of Directors. Consultant agrees and acknowledges that the execution of this Agreement does not in any way guarantee that a Task Order will be issued to Consultant. Moreover, execution of this Agreement shall not entitle Consultant to any form of payment or compensation from the Sanitation District without the Sanitation District first having issued a written Task Order. 4.1 Additional Work: For extra work not a part of this Agreement, a written authorization from the Sanitation District is required prior to the Consultant undertaking any extra work. 4.2 Rate Schedule: The services by the Consultant, pursuant to each project Task Order, shall be billed to the Sanitation District at the hourly rates for each class of employee to be used, set forth in an Exhibit, attached thereto and incorporated herein. 4.3 Method of Payment: The Consultant shall submit for approval by the Sanitation District, monthly invoices based on total services which have been satisfactorily completed and specifying a percentage of completion. The Consultant's billings shall be certified for payment by the Sanitation District only after the Sanitation District has determined that the Consultant has completed each applicable project task. 4.4 California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the Consultant's employees and/or subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, Consultant and subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. PROFESSIONAL DESIGN SERVICES AGREEMENT 2 CONTRACT NO.FE15-00-09 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. Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall furnish a copy of all certified payroll records to the Sanitation District and/or general public upon request, provided the public request is made through the Sanitation District, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the DIR. The Consultant and subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(3). 4.5 Record of Expenses: The Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available to the Sanitation District upon request. 4.6 Reallocation of Total Compensation: The Sanitation District, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation payable under the Task Order, provided that the total compensation for the Task Order is not increased. Section 5: Independent Contractor It is agreed that the Consultant shall act and be an independent contractor and not an agent or employee of the Sanitation District, and shall obtain no rights to any benefits which accrue to the Sanitation District's employees. Section 6: Limitations Upon Subcontracting and Assignment The Consultant shall not contract with any other person or entity to perform the services required without the written approval of the Sanitation District. This Agreement may not be assigned voluntarily, or by operation of law, without the prior written approval of the Sanitation District. If the Consultant is permitted to subcontract any part of this Agreement by the Sanitation District, the Consultant shall be responsible to the Sanitation District for the acts and omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and the Sanitation District. All persons engaged in the work will be considered employees of the Consultant. The Sanitation District will deal directly with and will make all payments to the Consultant. PROFESSIONAL DESIGN SERVICES AGREEMENT 3 CONTRACT NO.FE15-00-09 Section 7: Changes to Scope of Work In the event of a change in the Scope of Work as requested by the Sanitation District, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. Section 8: Time of Essence Time is of the essence in the performance of this Agreement. Section 9: Compliance with the Law The Consultant shall comply with all applicable laws, ordinances, codes, and regulations of federal, state and local government. Section 10: Conflicts of Interest The Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with the Consultant. Section 11: Work Schedule The Consultant shall hold such conferences with representatives of the Sanitation District and take such action as may be necessary to obtain the necessary data upon which to develop and evaluate the needs of the Sanitation District. Section 12: Copies of Work Product Upon completion of the work required for each Task Order, the Consultant shall deliver to the Sanitation District the number of copies specified in the specific Task Order Scope of Work of the final report containing the Consultant's findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. Section 13: Indemnification To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense and with legal counsel approved by the Sanitation District, which approval shall not be unreasonably withheld), protect and hold harmless the Sanitation District and all of the Sanitation 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, attorney's fees, disbursements and court costs, and all other professional, expert or Consultant's fees and costs and the Sanitation District's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from, pertain to, or relate 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, PROFESSIONAL DESIGN SERVICES AGREEMENT 4 CONTRACT NO.FE15-00-09 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 either 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. Section 14: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 5 CONTRACT NO.FE15-00-09 Section 15: Insurance 15.1 General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the Sanitation District. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the Sanitation District will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the Sanitation District's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the Sanitation District will require 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. iIL Coverage shall be in effect prior to the commencement of any work under this Agreement. 15.2 General Liability: The Consultant shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by Sanitation District and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. 15.3 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 6 CONTRACT NO.FE15-00-09 15.4 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. 15.5 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 Workers 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. 15.6 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 7 CONTRACT NO.FE15-00-09 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. 15.7 Proof of Coverage: The Consultant shall furnish the Sanitation District with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the Sanitation District before work commences. The Sanitation District reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010) or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the Sanitation District, and the Sanitation District may reject alternatives that provide different or less coverage to the Sanitation District. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) Sanitation District approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. 15.8 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 PROFESSIONAL DESIGN SERVICES AGREEMENT 8 CONTRACT NO.FE15-00-09 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. 15.9 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. 15.10 Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. 15.11 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. 15.12 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. 15.13 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. 15.14 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 9 CONTRACT NO.FE15-00-09 15.15 Limits Are Minimums: If the Consultant maintains higher limits than any minimums shown above, then Sanitation District requires and shall be entitled to coverage for the higher limits maintained by Consultant. Section 16: 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 Consultant shall be permitted to terminate this Agreement upon thirty (30)days of written notice to the Sanitation District only if the 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 17—Notices. Section 17: Notices All notices shall be personally delivered or mailed by first class mail to the below-listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: SANITATION ORANGE COUNTY SANITATION DISTRICT DISTRICT: Attention: Larry Roberson 10844 Ellis Avenue Fountain Valley, CA 92708-7018 CONSULTANT: BEYAZ& PATEL, INC. Attention: Subhash Patel 16935 West Bernardo Drive, Suite 100 San Diego, CA 92127 Section 18: Attorney's Fees, Costs and Necessary Disbursements If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. Section 19: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 10 CONTRACT NO.FE15-00-09 Section 20: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 11 CONTRACT NO.FE15-00-09 IN WITNESS WHEREOF, this Agreement has been executed in the name of the Sanitation District by its officers thereunto duly authorized, and by the Consultant, as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By: Chair, Board of Directors By: Clerk of the Board By: Contracts, Purchasing and Materials Management Manager CONSULTANT By: By: Exhibits: Exhibit"A:'— Hourly Rate Schedule Exhibit"B"—OCSD Safety Standards Exhibit"C"—Allowable Direct Costs PROFESSIONAL DESIGN SERVICES AGREEMENT 12 CONTRACT NO.FE15-00-09 PROFESSIONAL DESIGN SERVICES AGREEMENT This Agreement is made and entered into, to be effective this 1st day of July, 2015, by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "Sanitation District" AND IDS GROUP, INC. hereinafter referred to as "Consultant" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the Sanitation District, by action on June 24, 2015 approved the award of a Professional Design Services Agreement ("Agreement"), Contract No. FE15-00-10, to Consultant to provide services for selected projects on a Task Order basis, during Fiscal Year 2015-2016; and WHEREAS, the parties intend by this Agreement to set forth the general terms and conditions that will apply to any specific project for which Consultant is given a Task Order by the Sanitation District. NOW, THEREFORE, the Sanitation District and the Consultant mutually agree as follows: Section 1: Scope of Agreement The Sanitation District, at its sole discretion, may, from time to time during the term of this Agreement, issue a Request for Task Order Proposal ("RFTOP") setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal from the Consultant, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the Consultant's Proposal, and the Task Order shall upon execution by the Sanitation District, be attached hereto and become an operative part of this Agreement. Should any conflict or inconsistency exist in the contract documents identified in this Section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 st) the terms of this Agreement and any amendments thereto; (2nd) the provisions of the RFTOP; (3rd)the provisions of any written Task Orders, which may be issued from time to time. Section 2: Task Orders, Issuance by Sanitation District The directive Task Order issued by the Sanitation District, shall specifically, or by reference to the RFTOP and corresponding Proposal, set forth the specific detailed terms of this Agreement that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, time for performance and compensation. PROFESSIONAL DESIGN SERVICES AGREEMENT 1 CONTRACT NO.FE15-00-10 Section 3: Term This Agreement shall commence on the effective date of this Agreement, and terminate June 30, 2016, unless further extended by action of the Sanitation District's Board of Directors and Consultant. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Consultant, and the terms and conditions of this Agreement shall continue in effect. Section 4: Compensation The total compensation, payable to the Consultant pursuant to this Agreement, shall not exceed four hundred thousand dollars ($400,000). The compensation includes, but is not limited to, fees for professional services (based on individual labor rates and sub-consultant fees), overhead, and profit. The specific amount of compensation payable to the Consultant for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed two hundred thousand dollars ($200,000) per Task Order unless authorized by the Sanitation District's Board of Directors. Consultant agrees and acknowledges that the execution of this Agreement does not in any way guarantee that a Task Order will be issued to Consultant. Moreover, execution of this Agreement shall not entitle Consultant to any form of payment or compensation from the Sanitation District without the Sanitation District first having issued a written Task Order. 4.1 Additional Work: For extra work not a part of this Agreement, a written authorization from the Sanitation District is required prior to the Consultant undertaking any extra work. 4.2 Rate Schedule: The services by the Consultant, pursuant to each project Task Order, shall be billed to the Sanitation District at the hourly rates for each class of employee to be used, set forth in an Exhibit, attached thereto and incorporated herein. 4.3 Method of Payment: The Consultant shall submit for approval by the Sanitation District, monthly invoices based on total services which have been satisfactorily completed and specifying a percentage of completion. The Consultant's billings shall be certified for payment by the Sanitation District only after the Sanitation District has determined that the Consultant has completed each applicable project task. 4.4 California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the Consultant's employees and/or subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, Consultant and subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. PROFESSIONAL DESIGN SERVICES AGREEMENT 2 CONTRACT NO.FE15-00-10 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. Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall furnish a copy of all certified payroll records to the Sanitation District and/or general public upon request, provided the public request is made through the Sanitation District, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the DIR. The Consultant and subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(3). 4.5 Record of Expenses: The Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available to the Sanitation District upon request. 4.6 Reallocation of Total Compensation: The Sanitation District, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation payable under the Task Order, provided that the total compensation for the Task Order is not increased. Section 5: Independent Contractor It is agreed that the Consultant shall act and be an independent contractor and not an agent or employee of the Sanitation District, and shall obtain no rights to any benefits which accrue to the Sanitation District's employees. Section 6: Limitations Upon Subcontracting and Assignment The Consultant shall not contract with any other person or entity to perform the services required without the written approval of the Sanitation District. This Agreement may not be assigned voluntarily, or by operation of law, without the prior written approval of the Sanitation District. If the Consultant is permitted to subcontract any part of this Agreement by the Sanitation District, the Consultant shall be responsible to the Sanitation District for the acts and omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and the Sanitation District. All persons engaged in the work will be considered employees of the Consultant. The Sanitation District will deal directly with and will make all payments to the Consultant. PROFESSIONAL DESIGN SERVICES AGREEMENT 3 CONTRACT NO.FE15-00-10 Section 7: Changes to Scope of Work In the event of a change in the Scope of Work as requested by the Sanitation District, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. Section 8: Time of Essence Time is of the essence in the performance of this Agreement. Section 9: Compliance with the Law The Consultant shall comply with all applicable laws, ordinances, codes, and regulations of federal, state and local government. Section 10: Conflicts of Interest The Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with the Consultant. Section 11: Work Schedule The Consultant shall hold such conferences with representatives of the Sanitation District and take such action as may be necessary to obtain the necessary data upon which to develop and evaluate the needs of the Sanitation District. Section 12: Copies of Work Product Upon completion of the work required for each Task Order, the Consultant shall deliver to the Sanitation District the number of copies specified in the specific Task Order Scope of Work of the final report containing the Consultant's findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. Section 13: Indemnification To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense and with legal counsel approved by the Sanitation District, which approval shall not be unreasonably withheld), protect and hold harmless the Sanitation District and all of the Sanitation 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, attorney's fees, disbursements and court costs, and all other professional, expert or Consultant's fees and costs and the Sanitation District's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from, pertain to, or relate 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, PROFESSIONAL DESIGN SERVICES AGREEMENT 4 CONTRACT NO.FE15-00-10 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 either 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. Section 14: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 5 CONTRACT NO.FE15-00-10 Section 15: Insurance 15.1 General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the Sanitation District. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the Sanitation District will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the Sanitation District's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the Sanitation District will require 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. iIL Coverage shall be in effect prior to the commencement of any work under this Agreement. 15.2 General Liability: The Consultant shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by Sanitation District and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. 15.3 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 6 CONTRACT NO.FE15-00-10 15.4 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. 15.5 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 Employers Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Workers 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. 15.6 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 7 CONTRACT NO.FE15-00-10 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. 15.7 Proof of Coverage: The Consultant shall furnish the Sanitation District with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the Sanitation District before work commences. The Sanitation District reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010) or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the Sanitation District, and the Sanitation District may reject alternatives that provide different or less coverage to the Sanitation District. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) Sanitation District approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. 15.8 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 PROFESSIONAL DESIGN SERVICES AGREEMENT 8 CONTRACT NO.FE15-00-10 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. 15.9 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. 15.10 Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. 15.11 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. 15.12 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. 15.13 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. 15.14 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 9 CONTRACT NO.FE15-00-10 15.15 Limits Are Minimums: If the Consultant maintains higher limits than any minimums shown above, then Sanitation District requires and shall be entitled to coverage for the higher limits maintained by Consultant. Section 16: 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 Consultant shall be permitted to terminate this Agreement upon thirty (30)days of written notice to the Sanitation District only if the 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 17—Notices. Section 17: Notices All notices shall be personally delivered or mailed by first class mail to the below-listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: SANITATION ORANGE COUNTY SANITATION DISTRICT DISTRICT: Attention: Larry Roberson 10844 Ellis Avenue Fountain Valley, CA 92708-7018 CONSULTANT: IDS GROUP, INC. Attention: Said Hilmy 1 Peters Canyon Road, Suite 130 Irvine, CA 92606 Section 18: Attorney's Fees, Costs and Necessary Disbursements If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. Section 19: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 10 CONTRACT NO.FE15-00-10 Section 20: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 11 CONTRACT NO.FE15-00-10 IN WITNESS WHEREOF, this Agreement has been executed in the name of the Sanitation District by its officers thereunto duly authorized, and by the Consultant, as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By: Chair, Board of Directors By: Clerk of the Board By: Contracts, Purchasing and Materials Management Manager CONSULTANT By: By: Exhibits: Exhibit"A:'— Hourly Rate Schedule Exhibit"B"—OCSD Safety Standards Exhibit"C"—Allowable Direct Costs PROFESSIONAL DESIGN SERVICES AGREEMENT 12 CONTRACT NO.FE15-00-10 PROFESSIONAL DESIGN SERVICES AGREEMENT This Agreement is made and entered into, to be effective this 1st day of July, 2015, by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "Sanitation District" AND KLEINFELDER, INC. hereinafter referred to as "Consultant" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the Sanitation District, by action on June 24, 2015 approved the award of a Professional Design Services Agreement ("Agreement"), Contract No. FE15-00-11, to Consultant to provide services for selected projects on a Task Order basis, during Fiscal Year 2015-2016; and WHEREAS, the parties intend by this Agreement to set forth the general terms and conditions that will apply to any specific project for which Consultant is given a Task Order by the Sanitation District. NOW, THEREFORE, the Sanitation District and the Consultant mutually agree as follows: Section 1: Scope of Agreement The Sanitation District, at its sole discretion, may, from time to time during the term of this Agreement, issue a Request for Task Order Proposal ("RFTOP") setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal from the Consultant, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the Consultant's Proposal, and the Task Order shall upon execution by the Sanitation District, be attached hereto and become an operative part of this Agreement. Should any conflict or inconsistency exist in the Contract documents identified in this Section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 st)the terms of this Agreement and any amendments thereto; (2nd) the provisions of the RFTOP; (3rd)the provisions of any written Task Orders, which may be issued from time to time. Section 2: Task Orders, Issuance by Sanitation District The directive Task Order issued by the Sanitation District, shall specifically, or by reference to the RFTOP and corresponding Proposal, set forth the specific detailed terms of this Agreement that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, time for performance and compensation. PROFESSIONAL DESIGN SERVICES AGREEMENT 1 CONTRACT NO.FE15-00-11 Section 3: Term This Agreement shall commence on the effective date of this Agreement, and terminate June 30, 2016, unless further extended by action of the Sanitation District's Board of Directors and Consultant. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Consultant, and the terms and conditions of this Agreement shall continue in effect. Section 4: Compensation The total compensation, payable to the Consultant pursuant to this Agreement, shall not exceed four hundred thousand dollars ($400,000). The compensation includes, but is not limited to, fees for professional services (based on individual labor rates and sub-consultant fees), overhead, and profit. The specific amount of compensation payable to the Consultant for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed two hundred thousand dollars ($200,000) per Task Order unless authorized by the Sanitation District's Board of Directors. Consultant agrees and acknowledges that the execution of this Agreement does not in any way guarantee that a Task Order will be issued to Consultant. Moreover, execution of this Agreement shall not entitle Consultant to any form of payment or compensation from the Sanitation District without the Sanitation District first having issued a written Task Order. 4.1 Additional Work: For extra work not a part of this Agreement, a written authorization from the Sanitation District is required prior to the Consultant undertaking any extra work. 4.2 Rate Schedule: The services by the Consultant, pursuant to each project Task Order, shall be billed to the Sanitation District at the hourly rates for each class of employee to be used, set forth in an Exhibit, attached thereto and incorporated herein. 4.3 Method of Payment: The Consultant shall submit for approval by the Sanitation District, monthly invoices based on total services which have been satisfactorily completed and specifying a percentage of completion. The Consultant's billings shall be certified for payment by the Sanitation District only after the Sanitation District has determined that the Consultant has completed each applicable project task. 4.4 California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the Consultant's employees and/or subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, Consultant and subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. PROFESSIONAL DESIGN SERVICES AGREEMENT 2 CONTRACT NO.FE15-00-11 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. Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall furnish a copy of all certified payroll records to the Sanitation District and/or general public upon request, provided the public request is made through the Sanitation District, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the DIR. The Consultant and subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(3). 4.5 Record of Expenses: The Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available to the Sanitation District upon request. 4.6 Reallocation of Total Compensation: The Sanitation District, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation payable under the Task Order, provided that the total compensation for the Task Order is not increased. Section 5: Independent Contractor It is agreed that the Consultant shall act and be an independent contractor and not an agent or employee of the Sanitation District, and shall obtain no rights to any benefits which accrue to the Sanitation District's employees. Section 6: Limitations Upon Subcontracting and Assignment The Consultant shall not contract with any other person or entity to perform the services required without the written approval of the Sanitation District. This Agreement may not be assigned voluntarily, or by operation of law, without the prior written approval of the Sanitation District. If the Consultant is permitted to subcontract any part of this Agreement by the Sanitation District, the Consultant shall be responsible to the Sanitation District for the negligent acts and omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and the Sanitation District. All persons engaged in the work will be considered employees of the Consultant. The Sanitation District will deal directly with and will make all payments to the Consultant. PROFESSIONAL DESIGN SERVICES AGREEMENT 3 CONTRACT NO.FE15-00-11 Section 7: Changes to Scope of Work In the event of a change in the Scope of Work as requested by the Sanitation District, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. Section 8: Time of Essence Time is of the essence in the performance of this Agreement. Section 9: Compliance with the Law Consistent with its obligation to provide services in accordance with the professional standard of care, the Consultant shall comply with all applicable laws, ordinances, codes, and regulations of federal, state and local government in effect at the date the services are provided. Section 10: Conflicts of Interest The Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with the Consultant. Section 11: Work Schedule The Consultant shall hold such conferences with representatives of the Sanitation District and take such action as may be necessary to obtain the necessary data upon which to develop and evaluate the needs of the Sanitation District. Section 12: Copies of Work Product Upon completion of the work required for each Task Order, the Consultant shall deliver to the Sanitation District the number of copies specified in the specific Task Order Scope of Work of the final report containing the Consultant's findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. Section 13: Indemnification To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense and with legal counsel approved by the Sanitation District, which approval shall not be unreasonably withheld), protect and hold harmless the Sanitation District and all of the Sanitation 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, attorney's fees, disbursements and court costs, and all other professional, expert or Consultant's fees and costs and the Sanitation District's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from, pertain to, or relate 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 PROFESSIONAL DESIGN SERVICES AGREEMENT 4 CONTRACT NO.FE15-00-11 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 either 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. Section 14: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 5 CONTRACT NO.FE15-00-11 Section 15: Insurance 15.1 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. iIL Coverage shall be in effect prior to the commencement of any work under this Agreement. 15.2 General Liability: The Consultant shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by Sanitation District and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. 15.3 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 6 CONTRACT NO.FE15-00-11 15.4 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. 15.5 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 Employers Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Workers 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. 15.6 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 7 CONTRACT NO.FE15-00-11 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. 15.7 Proof of Coverage: The Consultant shall furnish the Sanitation District with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the Sanitation District before work commences. The Sanitation District reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010) or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the Sanitation District, and the Sanitation District may reject alternatives that provide different or less coverage to the Sanitation District. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) Sanitation District approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. 15.8 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 PROFESSIONAL DESIGN SERVICES AGREEMENT 8 CONTRACT NO.FE15-00-11 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. 15.9 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. 15.10 Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. 15.11 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. 15.12 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. 15.13 Defense Costs: Liability policies, except for Errors and Omissions insurance coverage, 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. 15.14 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 9 CONTRACT NO.FE15-00-11 15.15 Limits Are Minimums: If the Consultant maintains higher limits than any minimums shown above, then Sanitation District requires and shall be entitled to coverage for the higher limits maintained by Consultant. Section 16: 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 Consultant shall be permitted to terminate this Agreement upon thirty (30)days of written notice to the Sanitation District only if the 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 17—Notices. Section 17: Notices All notices shall be personally delivered or mailed by first class mail to the below-listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: SANITATION ORANGE COUNTY SANITATION DISTRICT DISTRICT: Attention: Larry Roberson 10844 Ellis Avenue Fountain Valley, CA 92708-7018 CONSULTANT: KLEINFELDER, INC. Attention: Jeffrey S. Walker 550 West C Street, Suite 1200 San Diego, CA 92101 Section 18: Attorney's Fees, Costs and Necessary Disbursements If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. Section 19: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 10 CONTRACT NO.FE15-00-11 Section 20: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 11 CONTRACT NO.FE15-00-11 IN WITNESS WHEREOF, this Agreement has been executed in the name of the Sanitation District by its officers thereunto duly authorized, and by the Consultant, as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By: Chair, Board of Directors By: Clerk of the Board By: Contracts, Purchasing and Materials Management Manager CONSULTANT By: By: Exhibits: Exhibit"A:'— Hourly Rate Schedule Exhibit"B"—OCSD Safety Standards Exhibit"C"—Allowable Direct Costs PROFESSIONAL DESIGN SERVICES AGREEMENT 12 CONTRACT NO.FE15-00-11 PROFESSIONAL DESIGN SERVICES AGREEMENT This Agreement is made and entered into, to be effective this 1st day of July, 2015, by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "Sanitation District" AND RMS ENGINEERING & DESIGN, INC. hereinafter referred to as "Consultant" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the Sanitation District, by action on June 24, 2015 approved the award of a Professional Design Services Agreement ("Agreement"), Contract No. FE15-00-12, to Consultant to provide services for selected projects on a Task Order basis, during Fiscal Year 2015-2016; and WHEREAS, the parties intend by this Agreement to set forth the general terms and conditions that will apply to any specific project for which Consultant is given a Task Order by the Sanitation District. NOW, THEREFORE, the Sanitation District and the Consultant mutually agree as follows: Section 1: Scope of Agreement The Sanitation District, at its sole discretion, may, from time to time during the term of this Agreement, issue a Request for Task Order Proposal ("RFTOP") setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal from the Consultant, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the Consultant's Proposal, and the Task Order shall upon execution by the Sanitation District, be attached hereto and become an operative part of this Agreement. Should any conflict or inconsistency exist in the contract documents identified in this Section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 st) the terms of this Agreement and any amendments thereto; (2nd) the provisions of the RFTOP; (3rd)the provisions of any written Task Orders, which may be issued from time to time. Section 2: Task Orders, Issuance by Sanitation District The directive Task Order issued by the Sanitation District, shall specifically, or by reference to the RFTOP and corresponding Proposal, set forth the specific detailed terms of this Agreement that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, time for performance and compensation. PROFESSIONAL DESIGN SERVICES AGREEMENT 1 CONTRACT NO.FE15-00-12 Section 3: Term This Agreement shall commence on the effective date of this Agreement, and terminate June 30, 2016, unless further extended by action of the Sanitation District's Board of Directors and Consultant. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Consultant, and the terms and conditions of this Agreement shall continue in effect. Section 4: Compensation The total compensation, payable to the Consultant pursuant to this Agreement, shall not exceed four hundred thousand dollars ($400,000). The compensation includes, but is not limited to, fees for professional services (based on individual labor rates and sub-consultant fees), overhead, and profit. The specific amount of compensation payable to the Consultant for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed two hundred thousand dollars ($200,000) per Task Order unless authorized by the Sanitation District's Board of Directors. Consultant agrees and acknowledges that the execution of this Agreement does not in any way guarantee that a Task Order will be issued to Consultant. Moreover, execution of this Agreement shall not entitle Consultant to any form of payment or compensation from the Sanitation District without the Sanitation District first having issued a written Task Order. 4.1 Additional Work: For extra work not a part of this Agreement, a written authorization from the Sanitation District is required prior to the Consultant undertaking any extra work. 4.2 Rate Schedule: The services by the Consultant, pursuant to each project Task Order, shall be billed to the Sanitation District at the hourly rates for each class of employee to be used, set forth in an Exhibit, attached thereto and incorporated herein. 4.3 Method of Payment: The Consultant shall submit for approval by the Sanitation District, monthly invoices based on total services which have been satisfactorily completed and specifying a percentage of completion. The Consultant's billings shall be certified for payment by the Sanitation District only after the Sanitation District has determined that the Consultant has completed each applicable project task. 4.4 California Department of Industrial Relations (DIR) Registration and Record of Wages: To the extent the Consultant's employees and/or subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, Consultant and subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. PROFESSIONAL DESIGN SERVICES AGREEMENT 2 CONTRACT NO.FE15-00-12 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. Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall furnish a copy of all certified payroll records to the Sanitation District and/or general public upon request, provided the public request is made through the Sanitation District, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the DIR. The Consultant and subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(3). 4.5 Record of Expenses: The Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available to the Sanitation District upon request. 4.6 Reallocation of Total Compensation: The Sanitation District, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation payable under the Task Order, provided that the total compensation for the Task Order is not increased. Section 5: Independent Contractor It is agreed that the Consultant shall act and be an independent contractor and not an agent or employee of the Sanitation District, and shall obtain no rights to any benefits which accrue to the Sanitation District's employees. Section 6: Limitations Upon Subcontracting and Assignment The Consultant shall not contract with any other person or entity to perform the services required without the written approval of the Sanitation District. This Agreement may not be assigned voluntarily, or by operation of law, without the prior written approval of the Sanitation District. If the Consultant is permitted to subcontract any part of this Agreement by the Sanitation District, the Consultant shall be responsible to the Sanitation District for the acts and omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and the Sanitation District. All persons engaged in the work will be considered employees of the Consultant. The Sanitation District will deal directly with and will make all payments to the Consultant. PROFESSIONAL DESIGN SERVICES AGREEMENT 3 CONTRACT NO.FE15-00-12 Section 7: Changes to Scope of Work In the event of a change in the Scope of Work as requested by the Sanitation District, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. Section 8: Time of Essence Time is of the essence in the performance of this Agreement. Section 9: Compliance with the Law The Consultant shall comply with all applicable laws, ordinances, codes, and regulations of federal, state and local government. Section 10: Conflicts of Interest The Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with the Consultant. Section 11: Work Schedule The Consultant shall hold such conferences with representatives of the Sanitation District and take such action as may be necessary to obtain the necessary data upon which to develop and evaluate the needs of the Sanitation District. Section 12: Copies of Work Product Upon completion of the work required for each Task Order, the Consultant shall deliver to the Sanitation District the number of copies specified in the specific Task Order Scope of Work of the final report containing the Consultant's findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. Section 13: Indemnification To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense and with legal counsel approved by the Sanitation District, which approval shall not be unreasonably withheld), protect and hold harmless the Sanitation District and all of the Sanitation 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, attorney's fees, disbursements and court costs, and all other professional, expert or Consultant's fees and costs and the Sanitation District's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from, pertain to, or relate 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, PROFESSIONAL DESIGN SERVICES AGREEMENT 4 CONTRACT NO.FE15-00-12 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 either 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. Section 14: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 5 CONTRACT NO.FE15-00-12 Section 15: Insurance 15.1 General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the Sanitation District. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the Sanitation District will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the Sanitation District's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the Sanitation District will require 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. iIL Coverage shall be in effect prior to the commencement of any work under this Agreement. 15.2 General Liability: The Consultant shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by Sanitation District and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. 15.3 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 6 CONTRACT NO.FE15-00-12 15.4 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. 15.5 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 Employers Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Workers 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. 15.6 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 7 CONTRACT NO.FE15-00-12 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. 15.7 Proof of Coverage: The Consultant shall furnish the Sanitation District with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the Sanitation District before work commences. The Sanitation District reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010) or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the Sanitation District, and the Sanitation District may reject alternatives that provide different or less coverage to the Sanitation District. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) Sanitation District approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. 15.8 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 PROFESSIONAL DESIGN SERVICES AGREEMENT 8 CONTRACT NO.FE15-00-12 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. 15.9 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. 15.10 Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. 15.11 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. 15.12 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. 15.13 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. 15.14 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 9 CONTRACT NO.FE15-00-12 15.15 Limits Are Minimums: If the Consultant maintains higher limits than any minimums shown above, then Sanitation District requires and shall be entitled to coverage for the higher limits maintained by Consultant. Section 16: 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 Consultant shall be permitted to terminate this Agreement upon thirty (30) days of written notice to the Sanitation District only if the 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 17—Notices. Section 17: Notices All notices shall be personally delivered or mailed by first class mail to the below-listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: SANITATION ORANGE COUNTY SANITATION DISTRICT DISTRICT: Attention: Larry Roberson 10844 Ellis Avenue Fountain Valley, CA 92708-7018 CONSULTANT: RMS ENGINEERING & DESIGN, INC. Attention: Roger M. Sage 406 Orchid Avenue, #723 Corona del Mar, CA 92625 Section 18: Attorney's Fees, Costs and Necessary Disbursements If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. Section 19: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 10 CONTRACT NO.FE15-00-12 Section 20: 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. PROFESSIONAL DESIGN SERVICES AGREEMENT 11 CONTRACT NO.FE15-00-12 IN WITNESS WHEREOF, this Agreement has been executed in the name of the Sanitation District by its officers thereunto duly authorized, and by the Consultant, as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By: Chair, Board of Directors By: Clerk of the Board By: Contracts, Purchasing and Materials Management Manager CONSULTANT By: By: Exhibits: Exhibit"A:'— Hourly Rate Schedule Exhibit"B"—OCSD Safety Standards Exhibit"C"—Allowable Direct Costs PROFESSIONAL DESIGN SERVICES AGREEMENT 12 CONTRACT NO.FE15-00-12 OPERATIONS COMMITTEE Meath,Dare TOBA.Of Dir. 06/03/15 O6/24/15 AGENDA REPORT Item Number Item Number 4 s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Robert Thompson, Director of Engineering SUBJECT: OC WASTE AND RECYCLING WASTE DISPOSAL AGREEMENT, AMENDMENT NO. 1 GENERAL MANAGER'S RECOMMENDATION Approve Amendment No. 1 of the OC Waste and Recycling Waste Disposal Agreement, extending the initial term of the Agreement from June 30, 2020 to June 30, 2025. SUMMARY On April 2, 2015, OC Waste and Recycling (OCWR) sent the Orange County Sanitation District (OCSD) proposed amendments to the Waste Disposal Agreement (WDA) requesting OCSD Board to consider and approve. Since 2013, OCWR has been providing OCSD with a low-cost, in-county option to properly manage 100 wet tons of biosolids per day at the Prima Deshecha Landfill (Prima) located in the city of San Juan Capistrano. OCWR proposes a five-year extension of the WDA from June 30, 2020 to June 30, 2025. This extension will not affect OCSD's ability to haul biosolids in the short term to Prima where it is received and managed by OCWR. The proposed extension will benefit OCSD by continuing to utilize Prima for an additional five years as a low-cost, in- county option. There is no change in the per ton rate. PRIOR COMMITTEE/BOARD ACTIONS November 2012 - Approved a Waste Disposal Agreement with the County of Orange (Orange County Waste and Recycling) for the County to receive and dispose of the Orange County Sanitation District's biosolids at the Prima Deshecha Landfill, subject to available capacity, for the period commencing on December 1, 2012 through June 30, 2020, with a renewal option of 10-years in a total annual amount not to exceed $3,605,288 ADDITIONAL INFORMATION The disposal of solid waste at Orange County landfills is governed by a Waste Disposal Agreement in which cities and several wastewater agencies in Orange County have agreed to deposit their solid waste at OCWR's three landfill facilities in return for low and stable disposal rates. For most cities and agencies, the term of the current WDA began on July 1, 2010 and runs through June 30, 2020 with importation of waste from outside jurisdictions at OCWR landfills set to expire on June 30, 2016. Page 1 of 3 The solid waste revenues are utilized by OCWR to maintain the landfill system, preserve funds for landfill closure costs, address post-closure maintenance, and mitigate long-term risk and environmental liabilities. The residents in the cities benefit from additional services provided by OCWR including permanent household hazardous waste collection facilities; green waste acceptance at no charge to cities to assist with compliance with state recycling mandates; and support of city programs to meet state diversion requirements. It is recommended that OCSD approve the Amendment to the WDA to provide stable rates for residents and businesses, continue service levels, and ensure long-term capacity. Upon approval by OCSD and Orange County cities, the proposed Amendment will be considered by the Orange County Board of Supervisors at their earliest available meeting. CEQA OCSD approved the WDA on November 28, 2012. OCSD determined that the WDA was within the scope of OCSD's 1999 Strategic Plan Program Environmental Impact Report and the County of Orange's 2001 Prima Deshecha General Development Plan Program Environmental Impact Report. OCSD filed a Notice of Determination on November 29, 2012. The Amendment does not change the scope or nature of activities called for in the WDA. Under the Amendment, OCSD will continue to operate at its current rate and send the same amount of truck trips per day (4) of biosolids, using the same streets and freeways, to Prima Deshecha for processing as it does currently under the WDA. As a result, no further environmental review is required. (Public Resources Code § 21166; CEQA Guidelines § 15162). In the alternative, the Amendment is also exempt from CEQA pursuant to: (1) CEQA's Class 1 Existing Facilities Exemption (CEQA Guidelines § 15301); and (2) CEQA's "Common Sense" Exemption (CEQA Guidelines § 15061(b)(3)). The Class 1 exemption applies to the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private facilities involving negligible or no expansion of a use beyond the use existing at the time of the lead agency's CEQA determination. As explained, the Amendment calls for the continued operation of existing public facilities without any expansion of an existing use. The Amendment is therefore exempt from CEQA pursuant to CEQA Guidelines Section 15301. CEQA's "Common Sense" Exemption applies where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. (CEQA Guidelines § 15061(b)(3)). In order to determine whether a project will have a significant environmental effect, a lead agency must first define the baseline environmental conditions. The "project" for CEQA purposes consists of changes in the baseline conditions, if any, that the lead agency's action will cause. The baseline usually consists of the physical conditions that exist when the lead agency commences CEQA review. (CEQA Guidelines § 15125(a)). As explained, the Amendment does not call for any change to the existing environmental conditions. As a Page 2 of 3 result, it can be seen with certainty that there is no possibility that the Amendment may have a significant effect on the environment, and the Amendment is exempt from CEQA review pursuant to CEQA Guidelines Section 15061(b)(3). BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted; (Line item: Section 5, Page 6). Project contingency funds will not be used for this Agreement. Date of ADDroval Contract Amount Contingency 11/28/12 $3,605,288 N/A ATTACHMENT The following attachment(s) maybe viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package and attachments: Waste Disposal Agreement Amendment No. 1 JC:jb:gc Page 3 of 3 AMENDMENT TO WASTE DISPOSAL AGREEMENT Between THE COUNTY OF ORANGE,CALIFORNIA and the ORANGE COUNTY SANITATION DISTRICT 2015 County Amendment Authorization Date: Orange County Sanitation District Amendment Authorization Date: 2015 June 24, 2015 County Notice Address: Orange County Sanitation District Notice Address Director 10844 Ellis Avenue OC Waste and Recycling Fountain Valley, CA 92708 300 N. Flower, Suite 400 Santa Ana,CA 92703 2015 Amendment to Waste Disposal Agreement 1 AMENDMENT TO WASTE DISPOSAL AGREEMENT THIS AMENDMENT TO WASTE DISPOSAL AGREEMENT(the "Amendment') is made and dated as of the date indicated on the cover page hereof between the County of Orange, a political subdivision of the State of California (the "County"), and the Orange County Sanitation District, a county sanitation district duly existing under the laws of the State of California(the"District"). RECITALS The County owns, manages and operates a sanitary landfill system for the disposal of municipal solid waste generated by the cities and the unincorporated area within the County (the "Disposal System"). The Disposal System includes three active landfills and four regional household hazardous waste collection centers. The Disposal System is used for the disposal of municipal solid waste which is not reused, recycled or otherwise diverted from landfill disposal, pursuant to the California Integrated Waste Management Act of 1989(Division 30 of the California Public Resources Code)(the"Act'). The County has entered into waste disposal agreements in 2009(the"Original Waste Disposal Agreements") with all of the cities in the County, as well as certain sanitary districts located in the County(the"Participating Cities"),pursuant to which the County agreed to provide disposal capacity for waste generated in or under the control of the Participating Cities, and the Participating Cities agreed to deliver or cause the delivery of waste generated in or under the control of the Participating Cities to the Disposal System,as more specifically set forth in,and subject to the terms and conditions of, the Original Waste Disposal Agreements. The District and County entered into a Waste Disposal Agreement dated January 8, 2013 ("2013 Waste Disposal Agreement") wherein the County agreed to receive and dispose of the District's biosolids at County landfills, subject to available capacity, through June 30, 2020, with a renewal option of 10-years at a base rate of 110% of the rate payable by Participating Cities under Original Waste Disposal Agreements, subject to CPI adjustments. The District has determined pursuant to Health & Safety Code Section 4742.1 that the execution of this Amendment by the District is in the best interest of the District and will serve the public health, safety and welfare by providing greater disposal rate stability, more predictable and reliable long-tens disposal service, and sound environmental management. The County has determined that the execution by the County of this Amendment will serve the public health, safety and welfare by providing a more stable, predictable and reliable supply of municipal solid waste and the resulting service payment revenue to the Disposal System, thereby enabling the County to plan,manage, operate and finance improvements to the Disposal System on a more prudent and sound long term, businesslike basis consistent with its obligations to the State and the holders of obligations secured by its Disposal System. Official action approving this Amendment and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the County on the County authorization date indicated on the cover page hereof. Official action approving this Amendment and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the District on the District Amendment Authorization Date indicated on the cover page hereof. 2015 Amendment to Waste Disposal Agreement 2 It is,therefore,agreed as follows: Section 1. AMENDMENT TO 2013 WASTE DISPOSAL AGREEMENT. (a) Section 6.1(A)and Section 6.1(B)of the 2013 Waste Disposal Agreement are deleted and replaced in their entirety with the following: "SECTION 6.1 EFFECTIVE DATE AND TERM. (A) Initial Term. This Agreement shall continue in full force and effect until June 30,2025,unless earlier terminated in accordance with its terms,in which event the Term shall be deemed to have expired as of the date of such termination. (B) Option to Renew. This Agreement shall be subject to renewal by mutual agreement of the parties, on or before June 30, 2023, for an additional term of ten years (the "Renewal Term") on the same terms and conditions as are applicable during the Initial Term hereof The District shall give the County written notice of its irrevocable election to renew this Agreement on or before June 30,2022. If the parties do not renew this Agreement by June 30,2023,the Agreement shall expire on June 30,2025." (b) The first sentence of Section 6.1(C)of the Original Waste Disposal Agreement is deleted in its entirety and replaced with the following: "In connection with the parties' right to renew this Agreement for an additional ten-year term pursuant to Section 6.1(B),the parties shall,on or before June 30,2023,negotiate an applicable change in the Contract Rate for such renewal term" (c) All other terms and conditions of the Original Waste Disposal Agreement shall remain in full force and effect. Section 2. REPRESENTATIONS AND WARRANTIES OF THE PARTIES. Each of the parties to this Amendment represent and warrant that it is a political subdivision of the State of California validly existing under the Constitution and laws of the State and(if) it has duly authorized the execution and delivery of this Amendment, and has duly executed and delivered the Amendment. All other terms and conditions of the 2013 Waste Disposal Agreement not specifically changed by this Amendment, shall remain in full force and effect. 2015 Amendment to Waste Disposal Agreement 3 IN WITNESS WHEREOF,COUNTY and DISTRICT have caused this Amendment to be executed by their duly authorized officers or representatives as of the day and year first above written. COUNTY OF ORANGE Date By Director,OC Waste&Recycling Date By Board Chair Orange County Sanitation District Date By Clerk of the Board Orange County Sanitary District APPROVED AS TO FORM: COUNTY COUNSEL ORANGE COUNTY, CALIFORNIA By Date 2015 Amendment to Waste Disposal Agreement 4 OPERATIONS COMMITTEE Meath,Date TOBA.OrDIr. 06/03/15 O6/24/15 AGENDA REPORT Item Number Item Nu bar 5 6 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: ODOR CONTROL MASTER PLAN, PROJECT NO. SP-166 GENERAL MANAGER'S RECOMMENDATION A. Approve a budget increase of $300,000, which would increase the project total amount to $1,900,000 for the Odor Control Master Plan, Project No. SP-166; B. Approve a Professional Services Agreement with CH2M-Hill to provide Engineering Services for Odor Control Master Plan, Project No. SP-166, for an amount not to exceed $790,285; and C. Approve a contingency of$118,543 (15%) SUMMARY The Orange County Sanitation District (Sanitation District) Board of Directors (Board) approved a Five-Year Strategic Plan in November 2013, which identified the completion of the Odor Control Master Plan as a strategic goal for the Sanitation District. The last phase of the Odor Control Master Plan will validate existing or recommend new standards for Levels of Service (LOS) for odor control: evaluate the performance of existing odor control facilities, investigate odor control technologies targeting specific "most detectable' odorants, and ultimately recommend odor control strategies that would provide varying LOS for odor control and their associated costs. To accomplish this strategic goal, the project will be achieved in two phases: an odor monitoring investigation phase (already complete), and an odor modeling and a report-writing phase (recommended project). Phase I of the project has already been completed, which included the collection and analysis of foul air samples at both plants. Additional hard to detect odorant compounds were quantified in order to determine their importance compared to the conventionally obtained odorants, thus identifying the "most detectable" odorants in each process area at both plants. The Sanitation District has purchased two separate systems and a total of six a-noses to continuously track specific odor sources and their potential impact to the surrounding areas of both treatment plants. Phase II of this project will be accomplished with this proposed Agreement and will include the conducting of the odor modeling, the evaluation of available odor abatement technologies, and the preliminary design of odor control systems at each plant process area. The Odor Control Master Plan report will present the Board realistic cost estimates to achieve alternate LOS options for odors for its adoption. The Sanitation District published the draft scope of work for Phase II of this project for an industry review and received few comments. Page 1 of 4 The Sanitation District then advertised a Request for Proposals (RFP) and three proposals were received. The three proposals were evaluated and ranked. CH2M-Hill was selected as the most qualified firm. Staff recommends awarding a Professional Services Agreement (PSA)to CH2M-Hill for an amount not to exceed $790,285. PRIOR COMMITTEE/BOARD ACTIONS The Board has previously approved the following projects for SP-166 Phase I: • May 2013 — Awarded a contract with UCLA for the use of their laboratory facilities for a total amount not to exceed $134,618, and approved a contingency of $6,731 (5%). • May 2013 — Awarded a contract with ALS for the sampling and analysis of foul air for a total amount not to exceed $282,776, and approved a contingency of $14,139 (5%). • September 2013 — Awarded a contract with Kruger, Inc. for the purchase of two systems and six a-noses for a total amount not to exceed $450,000, and approved a contingency of $22,500 (5%). • May 2014 —Awarded a contract with MH3 Corp. to determine the "most detectable" odorants for a total amount not to exceed $99,500. ADDITIONAL INFORMATION Proiect Scope of Work: Phase II of the study has seven objectives to fulfill: (1) define the target concentrations of "most detectable" odorants at each plant process area; (2) sample and analyze different foul air scrubbing technologies and tabulate percent removal efficiencies of "most detectable" odorants with the technologies tested; (3) determine the concentrations at their source where the target concentration of odorants would meet the three levels of nuisance criteria at the Sanitation District's fence line that are the odor levels of service; (4) determine what foul air scrubbing technologies and/or strategies can achieve these alternative odor levels of service; (5) determine the cost associated with achieving these three alternative odor levels of service; (6) tabulate the findings associating levels of service with the cost to achieve it and the resulting receptor nuisance impact; and (7) prepare the Odor Control Master Plan document that among other things fulfills the Sanitation District's Five-Year Strategic Plan goals for odors. Request for Proposals: The evaluation and selection process is based on procedures pursuant to the California Government Code requiring the Sanitation District to select the best qualified firm for architectural and engineering services, and to negotiate a fair and reasonable fee with that firm. An RFP which outlined the consultant's scope of work and criteria required for this project was advertised January 29, 2015 in the Orange County Register. Page 2 of 4 Furthermore, an email notification was sent to all engineering consultants registered in the categories of Architecture & Engineering, Design, Engineering, Planning, Professional Services and Consultants — Other, Engineering — Civil, Engineering — General, and Engineering — Mechanical, in the Sanitation District's vendor database. As a result, three proposals were received on March 12, 2015. A Staff Evaluation Committee consisting of five representatives from the Sanitation District's Operations, Compliance, Project Management, and Engineering Planning divisions reviewed and ranked each of the proposals in accordance with the evaluation process set forth in the Sanitation District's Ordinance No. OCSD-44, Section 3.02. Two representatives from the Contracts Administration Division participated in the evaluation process as non- voting members. The proposals were evaluated according to the following three criteria: (1) project understanding and approach; (2) related project experience; and (3) project team and staff qualifications. After independently reviewing and scoring the proposals, the members of the Evaluation Committee met on March 24, 2015, and the three proposals were ranked according to the score achieved. No interviews were conducted since a clear top-ranked proposal was established based on the scores of the reviewers. CH2M-Hill was ranked highest by all five members of the Evaluation Committee based on the proposer's understanding of the details of the scope of work, the clear and effective approach that addresses all aspects of the project's goals, the assembly of very qualified team members, and the team's experience in similar projects. Based on the results of the ranking, the Evaluation Committee selected CH2M-Hill as the top-ranked firm as shown in Table 1. TABLE 1 PROPOSAL EVALUATION RESULTS Evaluator MWH CH2M-Hill Webster-Carollo Reviewer A 3 1 2 Reviewer B 3 1 1 Reviewer C 3 1 2 Reviewer D 3 1 2 Reviewer E 3 1 2 Overall Ranking 3 1 2 Proposal Fee N/A $724,208 N/A Negotiated Fee N/A $790,285 N/A Review of Fee Proposal and Negotiation: Each proposal was accompanied by a sealed fee proposal estimate. The fee proposal estimate of only the highest-ranked firm was opened after the Evaluation Committee selected the highest ranking firm in accordance with the Sanitation District's Ordinance No. OCSD-44. Page 3 al Staff conducted negotiations with CH2M-Hill to clarify the requirements of the scope of work and their proposed work effort. CH2M-Hill's cost proposal did not include the following scope additions that would greatly improve the outcome of the project: 1. Include in the air dispersion modelling representative sub-hourly meteorological surface observations. Because meteorological conditions are short-lived and are ever-changing, the odor dispersion predictions would be greatly improved by applying this additional detail. 2. Include in the cost analysis the power demands to our existing or proposed electrical systems and provide as part of the analysis a space optimization for the proposed alternative odor control systems. 3. Add two additional workshops at critical mid-task times in order to inform staff of progress and to invite timely comments before important decisions are made. As a result of these negotiations, CH2M-Hill submitted a revised budget. Based on the above, staff determined the final cost proposal to be fair and reasonable for the scope of work and recommends awarding the PSA to CH2M-Hill for an amount not to exceed $790,285. CEQA This project is exempt from CEQA pursuant to CEQA Guidelines, Section 15262. A Notice of Exemption was filed on April 14, 2011. BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (Line item: FY 2014-15 and FY 2015-16 (section 8, page 96) and the project budget is insufficient for the recommended action. These funds will be offset by reductions within the CIP budget. Date of ADDroval Contract Amount Contingency 06/03/15 $790,285 $118,543(15%) 05/07/14 $ 99,500 ( 0%) 09/16/13 $450,000 $ 22,500( 5%) 05/21/13 $282,776 $ 14,139( 5%) 05/21/13 $134,618 $ 6,731 ( 5%) ATTACHMENT The following attachment may be viewed online at the OCSD website (www.ocsd.coml with the complete agenda package. Professional Services Agreement TV:sa:gc Page 4 of 4 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 24' day of June, 2015, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and CH2M HILL Engineers, 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 Odor Control Master Plan, Project No. SP-166, to provide professional services for the Odor Control Master Plan study. The purpose of this study is to define "most detectable" target odorants at each plant process area at both plants; sample and analyze different foul air scrubbing technologies and tabulate percent removal efficiencies of"most detectable" odorants with the technologies tested; determine at which concentrations at their source the final target concentration of odorants would meet the three levels of nuisance criteria at the fence line, hence the proposed three alternative odor level service; determine what air scrubbing technologies and/or strategies can achieve these three alternative levels of service; determine the cost associated with achieving these three alternative levels of service; and tabulate the findings associating level of service with the cost to achieve it and the resulting receptor nuisance impact.; 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 24, 2015 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee pursuant to SANITATION DISTRICT Board of Directors' Ordinance No. OCSD-47 to approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this AGREEMENT. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. PSA -1- SP-166 05/23/12 W841.r B. CONSULTANT is responsible for the quality of work prepared under this AGREEMENT and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all comments, suggestions, and recommendations from the SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. Notwithstanding any provision herein to the contrary, CONSULTANT shall exercise the same degree of care, skill, and diligence in the performance of the services as is ordinarily possessed and exercised by a professional under similar circumstances. C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s)within the timeframe specified by the Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. Any CAD drawings, figures, and other work produced by CONSULTANT and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CAD work from any other non-standard CAD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and require advance written approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of 30 calendar days during which the SANITATION DISTRICT shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANTITATION DISTRICT. E. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that(a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, or(b)subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: PSA -2- SP-166 05/23/12 W841.r A. Total Compensation Total compensation shall be in an amount not to exceed Seven Hundred Ninety Thousand, Two Hundred Eighty-Five Dollars ($790,285). 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. E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment"E"- Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per Attachment"J"— Minor Subconsultant Hourly Rate Schedule and as PSA -3- SP-166 05/23/12 W841.1 specified in the Scope of Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. F. Direct Costs The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts, see Attachment"D"-Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 -COMPENSATION above. G. Reimbursable Direct Costs The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment"D"-Allowable Direct Costs to this Agreement. The reimbursement of the above mentioned expenses will be based on an "accountable plan' as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at http://www.gsa.gov/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means or management of reimbursable costs inclusive but not limited to travel, lodging and meals arrangements. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem" as deemed the most practical. CONSULTANT shall be responsible for returning to the SANITATION DISTRICT any excess reimbursements after the reimbursement has been paid by the SANITATION DISTRICT. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile 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 PSA -4- SP-166 05/23/12 W841.1 meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel meals reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"-Allowable Direct Costs of this Agreement. H. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the Total Compensation, provided that the Total Compensation is not increased. 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to the SANITATION DISTRICT. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to Section 11 Audit Provisions. B. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 2 hereof no later than the second Wednesday of the following month and in the 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. PSA -5- SP-166 05/23/12 W84r.1 Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent(100%)of the invoiced amount. If the SANITATION DISTRICT determines that the work under this AGREEMENT or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element, The SANITATION DISTRICT may, at the discretion of the Director of Engineering, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for the Project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 -COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this AGREEMENT, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work based on the monthly statements, including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this AGREEMENT for such work, or prior settlement upon termination of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. 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 PSA -6- SP-166 05/23/12 W841.1 getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or(a) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES A. To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or AGREEMENT, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 7. INSURANCE A. General I. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION PSA -7- SP-166 05/23/12 W841.r 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: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. AutomotiveNehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of 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 PSA -8- SP-166 05/23/12 W841.r DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF"and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Two Million Dollars ($2,000,000) with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5)years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail"coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. If the Sanitation District does so require that Consultant provide such policies, information which Consultant believes to be a trade secret may be redacted unless the Sanitation District states a specific need for that information in connection with the Agreement. The following are approved forms that must be submitted as proof of coverage: PSA -9- SP-166 05/23/12 W841.1 • Certificate of Insurance ACORD Form 25 (5/2010) or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty(30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30)days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance Liability policies in paragraphs B, C and D 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. PSA -10- SP-166 05/23/12 W841.r J. Separation of Insured Liability policies in paragraphs B, C and D shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs Liability policies in paragraphs B, C and D shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. O. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 8. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall 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 PSA -11- SP-166 05/23/12 W841.1 project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANTs personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this AGREEMENT during the term of this AGREEMENT and for a period of three (3)years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of the SANITATION DISTRICT. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be PSA -12- SP-166 05/23/12 W841.1 employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Michelle Chewning, Contracts Administrator Copy: Ted Vitko, Project Manager CONSULTANT: CH2M HILL Engineers, Inc. ATTN: Zeynep Erdal 6 Hutton Center Drive, Suite 700 Santa Ana, CA 92707 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. 14. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Paragraph 13. 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by the SANITATION DISTRICT. PSA -13- SP-166 05/23/12 W841.r 16. COMPLIANCE CONSULTANT certifies by the execution of this AGREEMENT that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. 18. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 20. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 21. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, PSA -14- SP-166 05/23/12 W841.1 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 22. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. PSA -15- SP-166 05/23/12 W841.r 23. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCESURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the Safety Manual, as applicable, all of which may be amended from time to time. 24. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the AGREEMENT is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the AGREEMENT is otherwise terminated or expires in accordance with the terms of the AGREEMENT, the SANITATION DISTRICT shall give the Consultant written notice that the AGREEMENT will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the AGREEMENT within thirty(30) days of receipt of notice of AGREEMENT closeout. Upon receipt of CONSULTANT'S submittals, the SANITATION DISTRICT shall commence a closeout audit of the AGREEMENT and will either: I. Give the CONSULTANT a final AGREEMENT Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT'S cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the AGREEMENT Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final AGREEMENT acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT(regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the AGREEMENT which expressly or by their nature extend beyond and survive final AGREEMENT Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or agreement with, the CONSULTANT's request for final Agreement Acceptance. 25. COMPLIANCE WITH SANITATION DISTRICE POLICIES AN PROCECURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the Safety Manual, as applicable, all of which may be amended from time to time. PSA -16- SP-166 05/23/12 W84r.1 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Clerk of the Board Date CH2M HILL Engineers, Inc. By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts/Purchasing Manager Attachments: Attachment"A" — Scope of Work Attachment"B" — Labor Hour Matrix Attachment"C" — NOT USED Attachment"D" — Allowable Direct Costs Attachment"E" — Fee Proposal Form Attachment"F" — NOT USED Attachment"G" — Cost Matrix Attachment"H" — NOT USED Attachment"I" — NOT USED Attachment"J" — Minor Subconsultant Hourly Rate Schedule Attachment X' — OCSD Safety Standards MC:ms PSA -17- SP-166 O5/23/12 8W411 ITEM NO. 7 MINUTES OF THE ADMINISTRATION COMMITTEE Orange County Sanitation District Wednesday, June 10, 2015, at 5:30 P.M. A regular meeting of the Administration Committee of the Orange County Sanitation District was called to order by Committee Chair Withers on June 10, 2015, at 5:30 p.m., in the Administration Building of the Orange County Sanitation District. Director Choi led the Flag Salute. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: John Withers, Chair Bob Ghirelli, Assistant General Manager Keith Curry, Vice-Chair Lorenzo Tyner, Director of Finance Steven Choi Rob Thompson, Director of Engineering Tyler Diep Ed Torres, Director of Operations & James Ferryman Maintenance Peter Kim Kelly Lore, Clerk of the Board Greg Mills Jeff Armstrong Glenn Parker Rich Castillon Erik Peterson (Alternate) Ron Coss Sal Tinajero Norbert Gaia Tom Beamish, Board Chair Rob Gamber John Nielsen, Board Vice-Chair Al Garcia Lori Klinger COMMITTEE MEMBERS ABSENT: Canh Nguyen Teresa Smith Carrie Robles Richard Spencer OTHERS PRESENT: Brad Hogin, General Counsel PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Committee Chair Withers did not provide a report. 0&10/2015 Administration Committee Minutes Page 1 of 5 REPORT OF GENERAL MANAGER: Assistant General Manager, Bob Ghirelli did not provide a report. REPORT OF DIRECTOR OF FINANCE AND ADMINISTRATIVE SERVICES: Director of Finance and Administrative Services, Lorenzo Tyner did not provide a report. CONSENT CALENDAR: 1. MOVED, SECONDED and DULY CARRIED TO: Approve Minutes of the May 13, 2015, Administration Committee Meeting. AYES: Beamish, Choi, Curry, Diep, Ferryman, Kim, Mills, Parker, Peterson (Alternate), Tinajero and Withers NOES: None ABSTENTIONS: None ABSENT: Nielsen and T. Smith 2. MOVED, SECONDED and DULY CARRIED TO: Recommend to the Board of Directors: Authorize purchases of software licensing and maintenance agreements for IBM Maximo and WebSphere using GSA Advantage contract # GS-35F-0265X through the expiration date, May 2, 2016 for a total amount not to exceed $200,000, in accordance with Ordinance OCSD-47, Section 2.03(B) Cooperative Purchases. AYES: Beamish, Choi, Diep, Ferryman, Kim, Mills, Parker, Peterson (Alternate), Tinajero and Withers NOES: None ABSTENTIONS: Curry (recused) ABSENT: Nielsen and T. Smith 05/10/2015 Administration Committee Minutes Page 2 of 5 3. MOVED, SECONDED and DULY CARRIED TO: Recommend to the Board of Directors: Authorize purchases of information technology computer and peripheral equipment using the Admin Minnesota Materials Management Division contract release #C-1084(5) through the contract expiration date, December 15, 2015 for a total amount not to exceed $250,000, in accordance with Ordinance OCSD-47, Section 2.03(B) Cooperative Purchases. AYES: Beamish, Choi, Curry, Diep, Ferryman, Kim, Mills, Parker, Peterson (Alternate), Tinajero and Withers NOES: None ABSTENTIONS: None ABSENT: Nielsen and T. Smith 4. MOVED, SECONDED and DULY CARRIED TO: Recommend to the Board of Directors: Authorize purchases of information technology computer and peripheral equipment using the HP WSCA/NASPO contract # B27164 with Nth Generation Computing Inc. through the contract expiration date, September 30, 2015 for a total amount not to exceed $200,000, in accordance with Ordinance OCSD-47, Section 2.03(B) Cooperative Purchases. AYES: Beamish, Choi, Curry, Diep, Ferryman, Kim, Mills, Parker, Peterson (Alternate), Tinajero and Withers NOES: None ABSTENTIONS: None ABSENT: Nielsen and T. Smith 5. MOVED, SECONDED and DULY CARRIED TO: Recommend to the Board of Directors: Adopt Resolution No. OCSD 15-13, entitled, "A Resolution of the Board of Directors of Orange County Sanitation District Establishing Use Charges for the 2015-16 Fiscal Year Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana Watershed Project Authority ("SAWPA")". AYES: Beamish, Choi, Curry, Diep, Ferryman, Kim, Mills, Parker, Peterson (Alternate), Tinajero and Withers 05/10/2015 Administration Committee Minutes Page 3 of 5 NOES: None ABSTENTIONS: None ABSENT: Nielsen and T. Smith 6. MOVED, SECONDED and DULY CARRIED TO: Recommend to the Board of Directors: Adopt Resolution No. OCSD 15-14 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District Establishing the Annual Appropriations Limit for Fiscal Year 2015-16 for the District in accordance with the Provisions of Division 9 of Title 1 of the California Government Code." AYES: Beamish, Choi, Curry, Diep, Ferryman, Kim, Mills, Parker, Peterson (Alternate), Tinajero and Withers NOES: None ABSTENTIONS: None ABSENT: Nielsen and T. Smith 7. MOVED, SECONDED and DULY CARRIED TO: Recommend to the Board of Directors: Approve the FY 2015-16 "not-to-exceed" quotes for the following insurance vendors: A. Employee Benefit Specialists (medical, dental, and vision plans; Employee Assistance Program)— Not to Exceed $11,305,763 B. Prudential (basic life, long-term disability, short-term disability) — Not to Exceed $494,290 C. The Standard (EMT & Manager disability)— Not to Exceed $30,000 AYES: Beamish, Choi, Curry, Diep, Ferryman, Kim, Mills, Parker, Peterson (Alternate), Tinajero and Withers NOES: None ABSTENTIONS: None ABSENT: Nielsen and T. Smith 0&10/2015 Administration Committee Minutes Page 4 of 5 NON-CONSENT: None. Vice Chair Nielsen arrived at 5:34 p.m. INFORMATION ITEMS: 8. Environmental Laboratory & Ocean Monitoring Director of Operations and Maintenance Ed Torres introduced Environmental Lab & Ocean Monitoring Manager, Ron Coss; Environmental Supervisor, Jeff Armstrong; Sr. Environmental Specialist, Rob Gamber and Laboratory Supervisor Canh Nguyen who presented an informative PowerPoint presentation which included an overview of Division 890, Environmental Monitoring, Toxicological Monitoring and Compounds of Emerging Concern. Mr Coss stated that an item will be presented in the near future for approval of a LCMS Liquid Chromatograph Mass Spectometer and answered a few questions from the Committee regarding: outsourcing of monitoring; beach monitoring; chemical levels in the last few months and effects of disinfection cessation. Director Diep departed the meeting at 5:56 p.m. CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: Committee Chair Withers declared the meeting adjourned at 6:09 p.m., to the next regularly scheduled meeting of July 8, 2015 at 5:30 p.m. Submitted by: Kelly A. Lore Clerk of the Board 0&10/2015 Administration Committee Minutes Page 5 of 5 ADMINISTRATION COMMITTEE Meeting Dare TOBd.Of Dir. 06/10/15 06/24/15 AGENDA REPORT ItemNumber Item Number z B Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director, Finance and Administrative Services SUBJECT: COOPERATIVE PROCUREMENT WITH GENERAL SERVICE ADMINISTRATION (GSA)ADVANTAGE THROUGH MAY 2, 2016 GENERAL MANAGER'S RECOMMENDATION Authorize purchases of software licensing and maintenance agreements for IBM Maximo and Websphere using GSA Advantage contract# GS-35F-0265X through the expiration date, May 2, 2016 for a total amount not to exceed $200,000, in accordance with Ordinance OCSD-47, Section 2.03(B) Cooperative Purchases. SUMMARY In order to properly maintain and repair Orange County Sanitation District's (OCSD) facilities,the Information Technology(IT)division has needs to purchase software support and maintenance as a service for IBM Maximo and IBM Websphere software. Such requirements will help maintain our Enterprise Asset Management system (IBM Maximo) and financial management system (JDE). The renewal and payment for software support and maintenance is executed on an annual basis. OCSD's Purchasing Division, in collaboration with the Information Technology division, administered a bidding process for this purchase (Bid# S-2015-68013D), obtaining competitive sealed bids from multiple vendors in accordance with Section 2.02 of Ordinance OCSD-44. The lowest bidder could not fulfil our pricing requirements and withdrew its bid. As a result, Bid# S-2015-68OBD was cancelled as pricing was not per section 3.10 of our specification. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION GS-35F-0265X GSA Advantage, Special Item Number 132-34 — includes software maintenance agreements and software licenses for IBM products. Staff will use this agreement to purchase the annual maintenance contracts that expire June 30, 2015 as well as additional licenses identified in the current Maximo implementation phase. Page 1 of 2 IBM Maximo was implemented in January 2015 and is used in the lifecycle management of the treatment plants' physical assets. The product provides real-time visibility into asset performance and enables staff to pro-actively control and optimize asset performance. This includes improved asset and labor productivity, better optimization of maintenance resources, improved efficiency in inventory management, and prevent asset failure. IBM WebSphere is a necessary software component of our JD Edwards, our financial information system. CEQA N/A BUDGET / PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. The items purchased through the process are budgeted in the yearly Joint Operating Budget. ATTACHMENT N/A Page 2 of 2 ADMINISTRATION COMMITTEE Melting Dat0 TOBE.Or Dir. 06/10/15 O6/24/15 AGENDA REPORT Item Item Number 3 9 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director, Finance and Administrative Services SUBJECT: COOPERATIVE PROCUREMENT WITH ADMIN MINNESOTA MATERIALS MANAGEMENT DIVISION GENERAL MANAGER'S RECOMMENDATION Authorize purchases of information technology computer and peripheral equipment using the Admin Minnesota Materials Management Division contract release #C-1084(5) through the contract expiration date, December 15, 2015 for a total amount not to exceed $250,000, in accordance with Ordinance OCSD-47, Section 2.03(B) Cooperative Purchases. SUMMARY In order to properly maintain and repair Orange County Sanitation District's (OCSD) facilities the Information Technology division has needs to purchase computers and peripheral parts and supplies. Such item requirements have been forecasted based upon projected obsolete equipment, historical product failure rates, and new items to address general capacity, redundancy, or security. Since technology changes so frequently, it is not appropriate to stock these items in OCSD's warehouses. OCSD wishes to select the Admin Minnesota Materials Management Division contract release#C-1084(5)as established by The Office of Enterprise Technology (OET)and the Department of Administration, State of Minnesota to standardize specifications for computer desktops, notebooks, tablets, and peripherals. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION OCSD is using the Microsoft Surface Pro as our standard desktop/notebook replacement. These devices are being used extensively by field staff to connect to our network while away from one's desk. The State of Minnesota has established standard specifications for computer desktops, notebooks, tablets, and monitors. Each State standard specification has a list of upgrade options that allows agencies to customize Page 1 of 2 configurations for their needs. The Office of Enterprise Technology (OET) and the Department of Administration have approved the implementation of these standards as a mandatory requirement for state agencies. OCSD staff has verified that pricing has been checked for competitiveness based upon volume pricing through this cooperative. CEQA N/A BUDGET / PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. The items purchased through the process are budgeted in the yearly Joint Operating Budget. ATTACHMENT N/A Page 2 of 2 ADMINISTRATION COMMITTEE Melting Dat0 TOBE.Or Dir. 06/10/15 O6/24/15 AGENDA REPORT Item Item Number 4 10 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director, Finance and Administrative Services SUBJECT: COOPERATIVE PROCUREMENT WITH NTH GENERATION COMPUTING, INC. GENERAL MANAGER'S RECOMMENDATION Authorize purchases of information technology computer and peripheral equipment using the HP WSCA/NASPO contract # B27164 with Nth Generation Computing Inc. through the contract expiration date, September 30, 2015 for a total amount not to exceed $200,000, in accordance with Ordinance OCSD-47, Section 2.03(B) Cooperative Purchases. SUMMARY In order to properly maintain and repair Orange County Sanitation District's (OCSD) facilities the Information Technology division has needs to purchase computers and peripheral parts and supplies. Such item requirements have been forecasted based upon projected obsolete equipment, historical product failure rates, and new items to address general capacity, redundancy, or security. Since technology changes so frequently, it is not appropriate to stock these items in OCSD's warehouses. OCSD desires to select the Western States Contracting Alliance (WSCA)/ National Association of State Procurement Officials (NASPO) contract#1327164 as established by HP as the lead agency, as the primary providers of computer and peripheral equipment based on contract pricing, breadth of product offerings, availability and the ease of using online ordering systems. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Nth generation is a participating and approved subcontractor of HP under WSCA/NASPO contract# B27164. Page 1 of 2 NASPO, The National Association of State Procurement Officials, is a non-profit association dedicated to strengthening the procurement community through education, research, and communication. It is made up of the directors of the central purchasing offices in each of the 50 states, the District of Columbia, and the territories of the United States. NASPO is an organization through which the member purchasing officials provide leadership in professional public purchasing, improve the quality of purchasing and procurement, exchange information, and cooperate to attain greater efficiency and economy. In 1993, the 15 states from NASPO's western region came together to establish a means by which states mayjoin together in cooperative multi-state contracting in order to achieve cost-effective and efficient acquisition of quality products and services. This group is better known as WSCA, the Western States Contracting Alliance. States included in this group are Alaska, Arizona, California, Colorado, Hawaii, Idaho, Minnesota, Montana, Nevada, New Mexico, Oregon, South Dakota, Utah, Washington, and Wyoming. WSCA is a national leader in facilitating cooperative purchasing that benefits the states, cities, counties, public schools, and institutions of higher education. These contracting initiatives are administered by a western region state and follow a review process managed by the state directors from the western region. As a result of the great success in the western region, NASPO leaders initiated the NASPO Cooperative Purchasing Committee in 2002 to assist member states both in and outside of the western region in establishing cooperative multi-state contracts. Similar to the original WSCA model, NASPO assists member states in all regions in establishing cooperative multi-state contracts. All authorized governmental entities are welcome to use NASPO ValuePoint (formerly WSCA-NASPO) approved agreements. CEQA N/A BUDGET/ PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. The items purchased through the process are budgeted in the yearly Joint Operating Budget. ATTACHMENT N/A Page 2 of 2 ADMINISTRATION COMMITTEE Meeting Dare TOBd.Of Dir. 06/10/15 06/24/15 AGENDA REPORT Item Number Item Number s 11 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: SAWPA RESOLUTION FY 2015-16 GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 15-13, entitled, "A Resolution of the Board of Directors of Orange County Sanitation District Establishing Use Charges for the 2015-16 Fiscal Year Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana Watershed Project Authority ("SAWPA")". SUMMARY Currently, OCSD invoices Santa Ana Watershed Project Authority on a quarterly basis for the wastewater discharge we receive from the SARI line. Annually, the rates for flow, biochemical oxygen demand (BOD), and total suspended solids (TSS) are calculated based upon the fiscal year budget for treatment and disposal costs and the 1996 Wastewater Treatment and Disposal agreement. The rates calculated for each constituent for FY 2015-16 for wastewater discharge are: FLOW $178.94 BOD $284.12 TSS $396.19 The FY 2015-16 rates are a 2.08 percent decrease from the FY 2014-15 rates due to a 2.08 percent decrease in the treatment and disposal costs in the proposed FY 2015-16 Budget. These rates are separate from the rates charged for additional capacity purchases by SAWPA. PRIOR COMMITTEE/BOARD ACTIONS June 2014 - Adopted Resolution No OCSD 14-06 Establishing Use Charges for the FY 2014-15 Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana Watershed Project Authority. June 2013 - Adopted Resolution No OCSD 13-11 Establishing Use Charges for the FY 2013-14 Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana Watershed Project Authority. June 2012 - Adopted Resolution No OCSD 12-08 Establishing Use Charges for the FY 2012-13 Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana Watershed Project Authority. Page 1 of 2 June 2011 - Adopted Resolution No OCSD 11-08 Establishing Use Charges for the FY 2011-12 Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana Watershed Project Authority. June 2010 - Adopted Resolution No OCSD 10-09 Establishing Use Charges for the FY 2010-11 Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana Watershed Project Authority. June 2009 - Adopted Resolution No OCSD 09-08 Establishing Use Charges for the FY 2009-10 Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana Watershed Project Authority. June 2008 - Adopted Resolution No OCSD 08-09 Establishing Use Charges for the FY 2008-09 Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana Watershed Project Authority. June 2007 - Adopted Resolution No OCSD 07-15 Establishing Use Charges for the FY 2007-08 Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana Watershed Project Authority. ADDITIONAL INFORMATION None. CEQA N/A BUDGET i PURCHASING ORDINANCE COMPLIANCE N/A ATTACHMENT The following attachment is included in hard copy and may be viewed online at the OCSD website (www.ocsd.corn with the complete agenda package. • Resolution No. OCSD 15-13 Page 2 of 2 RESOLUTION NO. OCSD 15-13 A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE COUNTY SANITATION DISTRICT ESTABLISHING USE CHARGES FOR THE 2015-16 FISCAL YEAR PURSUANT TO THE WASTEWATER TREATMENT AND DISPOSAL AGREEMENT WITH THE SANTA ANA WATERSHED PROJECT AUTHORITY ("SAW PA") 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 2015-16 fiscal year charges for Disposal Costs are hereby established as follows: For Flow: $ 178.94 per million gallons of flow For Biochemical Oxygen Demand: $ 284.12 per thousand pounds For Total Suspended Solids: $ 396.19 per thousand pounds PASSED AND ADOPTED at a regular meeting of the Board of Directors held June 24, 2015. Tom Beamish Chair ATTEST: Kelly A. Lore Clerk of the Board OCSD 15-13-1 STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 15-13 was passed and adopted at a regular meeting of said Board on the 2411 day of June 2015, 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 24'^ day of June, 2015. Kelly A. Lore Clerk of the Board of Directors Orange County Sanitation District OCSD 15-13-2 ADMINISTRATION COMMITTEE Melting Dat0 TOBE.Or Dir. 06/10/15 O6/24/15 AGENDA REPORT Item Item Number 6 12 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 2015-16 GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 15-14 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District Establishing the Annual Appropriations Limit for Fiscal Year 2015-16 for the District in accordance with the Provisions of Division 9 of Title 1 of the California Government Code." SUMMARY 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 Sanitation District's annual appropriations are well below the limit. In 1979, Proposition 4 (the Gann Initiative)was approved adding Article XIII B to the State Constitution. The provisions of this article place limits on the amount of revenue that can be appropriated by all entities of government. This initiative was designed to constrain government expenditures by placing an annual limit on jurisdictions' revenue and appropriation growth. The Appropriation Limit is based on actual appropriations during the 1978-1979 fiscal year, as increased each year using specified population and inflationary growth factors. This annual allowance growth is linked to changes in population and cost of living. The passage of Proposition 111 in June 1990 amended Article XIIIB, making changes in the base year upon which the appropriations limit is based, establishing new cost of living factors and new population factors for use by local governments, and increasing appropriations not subject to the limit (primarily qualified capital outlay projects). The financial constraints of Article XIII B apply to the State, all cities, counties, special districts and all other political subdivisions. PRIOR COMMITTEE/BOARD ACTIONS N/A Page 1 of 2 ADDITIONAL INFORMATION N/A CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A ATTACHMENTS The following attachment(s) are included in hard copy and may also be viewed on-line at the OCSD website(www.ocsd.coml with the complete agenda package: Resolution No. OCSD 15-14 Page 2 of 2 RESOLUTION NO. OCSD 15-14 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT ESTABLISHING THE ANNUAL APPROPRIATIONS LIMIT FOR FISCAL YEAR 2015-16 FOR THE DISTRICT IN ACCORDANCE WITH THE PROVISIONS OF DIVISION 9 OF TITLE 1 OF THE CALIFORNIA GOVERNMENT CODE WHEREAS, Article XIII B of the Constitution of the State of California as proposed by the Initiative Measure approved by the people at the special statewide election held on November 6, 1979, provides that the total annual appropriations limit of each local government agency shall not exceed the appropriations limit of such entity for the prior year, adjusted for changes in the cost of living and population, except as otherwise specifically provided for in said Article; and, WHEREAS, the State Legislature added Division 9 (commencing with Section 7900) to Title 1 of the Government Code of the State of California to implement Article XIII B of the California Constitution; and, WHEREAS, Section 7910 of the Government Code provides that each year the governing body of each local jurisdiction shall, by resolution, establish its appropriations limit for the following fiscal year pursuant to Article XIII B at a regularly-scheduled meeting or a noticed special meeting and that fifteen (15) days prior to such meeting, documentation used in the determination of the appropriations limit shall be available to the public; and, WHEREAS, Section 7902 (a) of the Government Code sets forth the method for determining the appropriations limit for each local jurisdiction for the 2015-16 fiscal year; and, WHEREAS, the Board of Directors wishes to establish the appropriations limit for fiscal year 2015-16 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 2015-16, was available to the public in the Finance Department of said District at least fifteen (15) days prior to this date. OCSD 15-14-1 Section 2: That the appropriations limit for fiscal year 2015-16 for the Orange County Sanitation District, as established in accordance with Section 7902(b) of the California Government Code is$95,984,000 which sum is within the maximum authorized spending limitation for fiscal year 2015-16. 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 2015-16. Section 4: The determination of the appropriation limit is based upon the best and most complete information available at this time. The District reserves the right to review and re-establish a new and different limit in the event that it subsequently determines that a modification of the limitation amount is appropriate. PASSED AND ADOPTED at a regular meeting of the Board of Directors held June 24, 2015. Tom Beamish Chairman of the Board ATTEST: Kelly A. Lore Clerk of the Board OCSD 15-14-2 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 15-14 was passed and adopted at a regular meeting of said Board on the 24th day of June 2015, by the following vote, to wit: AYES: None. NOES: None. ABSTENTIONS: None. ABSENT: None. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 24th day of June, 2015. Kelly A. Lore Clerk of the Board of Directors Orange County Sanitation District OCSD 15-14-3 ADMINISTRATION COMMITTEE Neeting Date T1.1 of Dir. O6/10/15 6/24/15 AGENDA REPORT Number Item N Item 3m 7 Nu be Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Richard Spencer, Human Resources Manager SUBJECT: 2015-16 BENEFITS PROGRAM RENEWAL GENERAL MANAGER'S RECOMMENDATION Approve the FY 2015-16 "not-to-exceed" quotes for the following insurance vendors: A. Employee Benefit Specialists (medical, dental, and vision plans; Employee Assistance Program)— Not to Exceed $11,305,763 B. Prudential (basic life, long-term disability, short-term disability)— Not to Exceed $494,290 C. The Standard (EMT & Manager disability)— Not to Exceed $30,000 SUMMARY The Orange County Sanitation District (OCSD) provides healthcare and welfare insurance benefits as a provision contained in its Memoranda of Understanding (MOUs) and personnel policies. The Human Resources Department and the Orange County Sanitation District's (OCSD) operational insurance broker (Alliant) began the renewal process in January. The Board of Directors was provided with a non-consent agenda item regarding OCSD Medical Insurance Reopener, which included FY 2015-16 program costs in May. The total cost of insurance coverage will increase by 6.3% or $696,434 for the next fiscal year (FY 2015-16). The total cost for FY 2015-16 is $11,830,053, which is proportionally shared as follows: • OCSD cost: $9,589,807 • Employee cost: $2,240,246 PRIOR COMMITTEE/BOARD ACTIONS May 2015 — The Board of Directors adopted Resolution No. OCSD 15-11, entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District Approving Medical Insurance Changes Identified Through the 2015 Medical Reopener Negotiations." Page 1 of 3 ADDITIONAL INFORMATION Medical Insurance OCSD's medical benefits are designed to help maintain wellness and protect employees and their families from major financial hardship in the event of illness or injury. OCSD offers a choice of medical plans through Anthem Blue Cross and Kaiser Permanente. HMO (Health Maintenance Organization) plans offer comprehensive coverage. Employees have a choice between the Anthem Blue Cross HMO or the Kaiser HMO plan. PPO (Preferred Provider Organization) plan offers a network of doctors and healthcare facilities that provide services to plan members at special discounted rates. The PPO plan is with Anthem Blue Cross. Dental Insurance OCSD provides the Delta Dental plan to all benefit eligible employees. Vision Insurance OCSD provides vision insurance to all benefit eligible employees through Anthem Blue View Vision. Basic Life Insurance Life insurance provides protection for an employee's beneficiary in the event of death. All benefit eligible full-time and part-time employees automatically receive Basic Life and Accidental Death & Dismemberment (AD&D) insurance coverage through Prudential Insurance Company of America. The benefit amount is $50,000 for employees. Long-Term Disability Insurance Long-Term Disability (LTD) insurance plan protects employees when an illness or injury makes it impossible for them to work for an extended period of time. Under the plan, employees who are disabled for more than 90 days are eligible to receive a benefit of 67% of their basic monthly pay. Coverage is offered through Prudential. Short-Term Disability Insurance Short-Term Disability (STD) insurance plan protects employees when non-work related illness or injury makes it impossible for them to work for a short period of time. Under the plan, income may be continued for 90 days. OCSD pays the entire cost of coverage for regular full-time and part-time employees. Coverage is offered through Prudential. Employee Assistance Program Employee Assistance Program (EAP) plan protects employees and family members when they need help with personal problems such as marital and relationship problems; stress, anxiety and depression; grief and loss; or substance abuse. Coverage is offered through ComPsych. Page 2 of 3 EMT & Manager Disability Additional term life insurance and long-term disability insurance plan provides increased income protection for executives and managers. Under the plan, eligible employees who are disabled for more than 90 days are eligible to receive a benefit up to 67% of their basic monthly pay in coordination with the regular LTD benefit. The term life insurance amount is $100,000 for executives and managers. Coverage is offered through The Standard. CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE The funds for the renewal of these insurances are derived from the OCSD Operating Budget and have been included in the FY 2015-16 budget. JDH:RPG:RS:LK Page 3 of 3 ITEM NO. 14 MINUTES OF THE STEERING COMMITTEE Orange County Sanitation District Wednesday, May 27, 2015 at 5:00 p.m. A regular meeting of the Steering Committee of the Orange County Sanitation District was called to order by Chair Beamish on Wednesday, May 27, 2015 at 5:02 p.m. in the Administration Building of the Orange County Sanitation District. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Tom Beamish, Chair Jim Herberg, General Manager John Nielsen, Vice-Chair Bob Ghirelli, Assistant General Greg Sebourn, Operations Committee Manager Chair Rob Thompson, Director of John Withers, Administration Engineering Committee Chair Lorenzo Tyner, Director of Finance & Keith Curry, Member-At-Large Administrative Services Steve Jones, Member-At-Large Ed Torres, Director of Operations & David Shawver, Member-At-Large Maintenance Nick Arhontes, Director of Facility COMMITTEE MEMBERS ABSENT: Support Services None. Kelly A. Lore, Clerk of the Board Jennifer Cabral Chad Crow Al Garcia OTHERS PRESENT: Brad Hogin, General Counsel PUBLIC COMMENTS: None. REPORTS: Chair Beamish updated the Committee on the recent legislative tours for Helene Ansel from Congressman Lowenthal's office and Maurice Lyles from Senator Boxer's office. He thanked Director Kiley for participating. He further announced that Assemblymember Young Kim will tour OCSD tomorrow at 3:30 p.m. Chair 05/27/2015 Steering Committee Minutes Page 1 d 3 Beamish also reported on the OC Science and Engineering Fair winners; facts about social media and the "Save the Date" for the GWRS Expansion Ceremony being held on June 261h. General Manager Herberg introduced Director of Engineering Rob Thompson who updated the Committee on the completion of Phase One of the Newport Force Main project. He also announced that OCSD had received a $450,000 WaterSMART Grant from the US Bureau of Reclamation to help fund the Effluent Reuse Study. Director of Fleet Services, Nick Arhontes, notified the Committee of an upcoming Public Meeting on June 17, 2015 6:00 p.m. at Foothill High School. The purpose will be to inform the public of OC LAFCO's Municipal Service Review study and provide an overview of the proposals to assume local sewer service in the area submitted by EOCWD and IRWD. The Clerk of the Board will forward the information to the Committee. Director of Finance and Administrative Services, Lorenzo Tyner, provided information regarding the budget update and the decrease to rate increases that will be presented to the Board tonight. Questions were raised regarding Proposition 218 noticing requirements which General Counsel Brad Hogin replied were not applicable to this update. CONSENT CALENDAR: 1. MOVED, SECONDED, AND DULY CARRIED TO: A. Approve Minutes of the April 16, 2015 Special Steering Committee Meeting; and B. Approve Minutes of the April 22, 2015 Regular Steering Committee Meeting. AYES: Beamish; Jones; Sebourn; and Shawver NOES: None ABSTENTIONS: Curry (Item 1 B); Nielsen and Withers (Item 1A) ABSENT: None NON-CONSENT CALENDAR: None. 05/27/2015 Steering Committee Minutes Page 2 d 3 INFORMATION ITEMS None. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS: 54956.9(d)(1) The Committee convened in closed session at 5:18 p.m. to discuss one item. Confidential minutes of the Closed Session have been prepared in accordance with the above Government Code Sections and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Meetings. RECONVENED IN REGULAR SESSION: The Committee reconvened in regular session at 5:48 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: The Chair declared the meeting adjourned at 5:49 p.m. to the next Steering Committee meeting to be held on Wednesday, June 24, 2015 at 5:00 p.m. Submitted by: Kelly A. Lore Clerk of the Board 05/27/2015 Steering Committee Minutes Page 3 d 3 STEERING COMMITTEE Meech Date TOBA.Of Dir. 06/24/15 O6/24/15 AGENDA REPORT Item Number Item Number z is Orange County Sanitation District FROM: James Herberg, General Manager Originator: Robert Ghirelli, Assistant General Manager SUBJECT: RESPONSE TO THE 2014-2015 ORANGE COUNTY GRAND JURY'S REPORT: INCREASING WATER RECYCLING: A WIN-WIN FOR ORANGE COUNTY" GENERAL MANAGER'S RECOMMENDATION A. Agree with Findings F.1, F.2, F.3 and with Recommendation R.1 contained in the 2014-2015 Orange County Grand Jury Report — "Increasing Water Recycling: A Win-Win for Orange County'; and B. Authorize the Board Chair to notify the presiding judge in writing of the Board's agreement and responses. SUMMARY The Orange County Grand Jury was assigned to inventory the total amount of sewage collected and treated in Orange County, determine the ultimate destination/use of the treated sewage (ocean outfall, recycled water applications, indirect potable reuse, etc.), and assess the unit treatment costs in dollars per million gallons. The stated reason for the study as outlined in the report is as follows: "Given the fact that California is facing a serious, extended drought, the guaranteed supply of imported water and local groundwater is very vulnerable. The primary purpose of this study was to compare the cost of recycling more water with the cost of buying imported water. The Grand Jury needed to research each wastewater processor to determine the volume of wastewater that might be available for recycling. Based on the possible availability of more wastewater to recycle, what plans does Orange County have to do more recycling of this precious resource rather than discharging it into the ocean?" The Grand Jury gathered information from interviews, site visits, district production reports and research. They inventoried the volume of treated sewage currently discharged from Orange County into the ocean that could be recycled for beneficial reuse. The amount of treated discharges identified 147 million gallons per day of treated sewage going into the ocean. The results of the investigation by the Grand Jury were detailed in a report, "Increasing Water Recycling: A Win-Win for Orange County" which was released to the public on May 1,2015. A copy of the report is attached. Page 1 of 3 Based on the investigation, the Grand Jury arrived at eight principal findings (F.1 through F.8), and four recommendations (R.1 through RA). The California Penal Code section 933 and section 933.05 (a), (b), and (c) requires the governing body of any public agency which the Grand Jury has reviewed to respond to the Presiding Judge of the Superior Court on the findings and recommendations. OCSD is required to respond to Findings F.1, F.2 and F.3 and Recommendation R.3 below: FA.The Orange County Sanitation District processes an average of 198 million gallons per day of wastewater and sends 121 million gallons per day of secondary treated wastewater to the ocean. The Orange County Sanitation District Response: Agree with the findings. The actual flow volumes vary daily based on water usage in the service area. As a result of the past economic downturn, conservation efforts, and the prolonged drought, the Orange County Sanitation District's actual influent flows have been dropping over the last decade. The average influent flow in 2004 was about 240 million gallons per day. F.2. The Orange County Water District receives an average of 92 million gallons per day of treated wastewater from Orange County Sanitation District and recycles 70 million gallons per day of water treated to potable water standards that is then returned to the groundwater basin aquifers. The Orange County Sanitation District Response: Agree with the findings. The Orange County Sanitation District and Orange County Water District have a long partnership for water recycling dating back to the 1970s. With the decreasing influent flow volumes, the Orange County Sanitation District has been actively diverting flow to its Fountain Valley plant to make as much water as possible available to the Orange County Water District for recycling. This includes an on- site pump station and manipulation of diversion structures in our collection system. These diversion management steps are very important in light of the generally decreasing influent flows and the expansion of recycling capacity recently completed by the Orange County Water District. F.3. From the 92 million gallons per day from Orange County Sanitation District the Orange County Water District recycles 7 million gallons per day of water treated to plant irrigation standards. The Orange County Sanitation District Response: Agree with the findings. R.1. Orange County Sanitation District should conduct a study of possible methods of increasing the amount of processed wastewater sent to Orange County Water District, including timelines and noting any barriers that may prevent increasing flow, and implement the most cost effective method to reduce the amount of imported water to Orange County. (F.1.) (F.2.) (F.7.) Page 2 of 3 The Orange County Sanitation District Response: Agree with the recommendation. The Orange County Sanitation District Board of Directors established a strategic plan goal in November 2013 to recycle all of the water we treat. The primary use envisioned is to support the ultimate build out of the Groundwater Replenishment System. The staff of the Orange County Sanitation District and the Orange County Water District have collaboratively created a scope of work for an engineering study to investigate the feasibility of recycling all of Orange County Sanitation District's effluent flows. This study involves some potentially significant replumbing of the Orange County Sanitation District's infrastructure to segregate less desirable flows, and to pump effluent from our Huntington Beach Plant to Fountain Valley for recycling at the Orange County Water District. A fraction of the flows with high salt content or other constituents not conducive to drinking water reuse will be studied for other beneficial uses. The contract for this study has been awarded and work is scheduled to be complete in June 2016. The Orange County Sanitation District and Orange County Water District are sharing the cost of the study. In addition, grant funding of $450,000 from the Bureau of Reclamation's U.S. Water Smart program was awarded in May 2015. Staff has confirmed the accuracy of these findings and recommends that the Board agree with Finding F.1, F.2 and F.3 and recommends that the Board Chair notify the Presiding Judge of the Superior Court in writing acknowledging this agreement, which is attached. The drafted letter has been coordinated with the Orange County Water District. PRIOR COMMITTEE/BOARD ACTIONS None ADDITIONAL INFORMATION None CEQA N/A ATTACHMENTS • Grand Jury Report • Proposed response to Grand Jury Report Page 3 of 3 Increasing Water Recycling : A Win-Win for Orange County 40 GRAND JURY 2014-2015 Increasing Water Recycling:A Win-Win for Orange County TABLE OF CONTENTS EXECUTIVE SUMMARY ................................................................................................3 BACKGROUND..............................................................................................................3 REASON FOR THE STUDY...........................................................................................4 METHODOLOGY............................................................................................................4 INVESTIGATION AND ANALYSIS.................................................................................5 North & Central Orange County Wastewater Processing...............................6 OC Sanitation District..............................................................................6 OCWater District.....................................................................................6 South OC Wastewater Processing....................................................................7 IrvineRanch Water District................................................................................7 Costs and Measurements..................................................................................7 FINDINGS.......................................................................................................................7 RECOMMENDATIONS...................................................................................................8 REQUIRED RESPONSES..............................................................................................9 COMMENDATIONS...................................................................................................... 10 REFERENCES.............................................................................................................. 10 APPENDIX: GLOSSARY............................................................................................. 11 2014-2015 Orange County Grand Jury Page 2 Increasing Water Recycling:A Win-Win for Orange County EXECUTIVE SUMMARY Given the series of droughts in California affecting both the Sierra Nevada water supply and Orange County's ground water supply, the 2014-2015 Grand Jury inventoried the volume of treated wastewater currently discharged into the ocean that could be recycled for beneficial use. Orange County has a long history of working to recycle treated wastewater; however, the County still discharges 147 million gallons per day of wastewater into the ocean (Table 1). This precious water has the potential to be reused or recycled (replacing imported water) for irrigation and in some cases for drinking water. The majority of the treated water costs less to produce than the cost of imported water by 43.5% (Table 2). The Santa Ana River Basin water is a blend of'free" water (treated wastewater from Riverside and San Bernardino counties, rainfall water, and water runoff)with non- "free" water (recycled Orange County wastewater and imported water). The Grand Jury found that the blending of`free" water with expensive imported water and recycled water resulted in groundwater costing 58% less than imported water (Table 2). The County has wastewater available to recycle that would be cheaper than buying imported water during these years of continuing drought conditions. BACKGROUND Southern California is a semi-desert region, where the historical average rainfall is 12.8 inches a year(State of Water, 2013). In 2013, there were 3.6 inches of rainfall in Southern California. Rainfall in 2014 was only 4.7 inches (State of Water, 2013). If 2015 continues to have a shortage of rainfall, the amount of water retrieved from certain sources may need to be reduced or alternatives created. Water availability in Orange County (OC) depends on a diversified water supply portfolio. OC water supply comes from local and imported sources. Local water sources in OC include a mix of groundwater and recycled wastewater. The Metropolitan Water District of Orange County indicates that 45% of OC's water is imported (State of Water, 2013). The Metropolitan Water District of Southern California (MET) supplies imported water from the Colorado River and from the northern Sierra Nevada Mountains (State of Water, 2013). Many water distribution and wastewater recycling terms used in this report can be found in the Appendix. As a result of the recent and drastic decreases in rainfall, water levels and availability of these local sources are quickly falling. When rainfall is below average, local water sources experience different impacts. Groundwater comes from the local Santa Ana River groundwater basin (the Basin). This local source is always available, but the amount that can be extracted without adverse consequences is largely dependent on the annual rainfall received. The less rainfall, the less groundwater is available for extraction. Recycled water is a relatively stable source because the amount of available recycled water remains fairly constant. When there is less rainfall, there is less groundwater, which causes more of a demand for putting water back into the Basin to resupply the ground water source. Groundwater recovery is the means by which 2014-2015 Orange County Grand jury Page 3 Increasing Water Recycling:A Win-Win for Orange County groundwater is kept at an acceptable level. The water storage is adversely affected because less rainfall results in less water to store. OC water is typically stored underground in the Santa Ana River Basin or in above ground catch basins, lakes, or ponds. Water storage is more limited in the southern portions of OC than in the northern and central regions. The storage is drawn down to critical levels when the rainfall is too low to replenish it. Annual snowfall and rainfall also affect the two imported water sources. The northern Sierra Nevada Mountains provide water to OC from the snow accumulated during the winter months. The Colorado River Aqueduct System is one of the most dependable sources but it also has limitations. The Colorado River upstream water sources are also adversely affected by below- average rainfall. Even though it is less affected, the reliability of this source could also be reduced if the drought continues for years to come. Some areas in the southern part of the county depend as much as 95% on imported water for their potable water needs (State of Water, 2013). OC is extremely fortunate to have the Basin and the Groundwater Replenishment System (GRS). The Basin and the GRS make OC less vulnerable to drought compared to other California communities. The Basin is the most cost effective source of water because most of the storage, some of the purification, and most of the replenishment are done by nature with very little human intervention. Again, rainfall does affect how much water can be pumped out of the Basin without replenishment. The GRS recycles wastewater and injects it into the Basin using various methods. Since recycled water is a local source of water, it is the one part of the system that can be improved and provide economic savings. Recycled water is wastewater that has been treated to remove solids and impurities. The resulting water can be further processed and used to create potable water or used for sustainable landscape irrigation. This irrigation water is called "purple pipe' water. REASON FOR THE STUDY Given the fact that California is facing a serious, extended drought, the guaranteed supply of imported water and local groundwater is very vulnerable. The primary purpose of this study was to compare the cost of recycling more water with the cost of buying imported water. The Grand Jury needed to research each wastewater processor to determine the volume of wastewater that might be available for recycling. Based on the possible availability of more wastewater to recycle, what plans does Orange County have to do more recycling of this precious resource rather than discharging it into the ocean? METHODOLOGY The Grand Jury gathered information for this report from interviews, site visits, district production reports, and research. On-site interviews were conducted at the Orange County Sanitation District (OCSD), the Orange County Water District (OCWD), the Irvine Ranch Water District, and the South OC Wastewater Authority. The Grand Jury conducted telephone interviews with the remaining water districts. Each interview was with the most senior executive, often followed up with an interview with the person 2014-2015 Orange County Grand Jury Page 4 Increasing Water Recycling:A Win-Win for Orange County in charge of production. Production data and information were submitted to the Grand Jury by fax or email. Imported water rates came from the Municipal Water District of Orange County (Municipal, 2014). INVESTIGATION AND ANALYSIS OC water supply comes from local water sources and imported water sources. Local water sources in OC include a mix of groundwater and recycled wastewater. These local sources provide about one-half of OC's water. The other half is imported and supplied to OC by the Metropolitan Water District of Southern California from the Colorado River and from the northern Sierra Nevada Mountains. Assuming the drought continues, OC will have to recycle more wastewater or buy more imported water, which may be much more expensive if all sources are adversely affected by the drought. An analysis of all the data shows that recycling more wastewater is less expensive and more dependable. The Grand Jury obtained all of the production data from the agencies and analyzed and determined the amount of wastewater volumes and costs. A summary of results are provided in the tables below, with details presented in the following paragraphs. Table 1: Wastewater Volume District/Authority WW Volume In W W Volume Out Total In Ocean Purple Pipe Potable (mgpd) (%) (mgpd) (mgpd) (mgpd) El Toro Water District(ETWD) 3.7 1.4% 3.3 0.4 Irvine Ranch Water District(IRWD) 21.9 8.4% 1.7 20.2 Metropolitan Water District of SOCal (MEr) 0 0.0% Orange County Sanitation District(OCSD) *, ** 198.0 75.6% 121.0 Orange County Water District(OCWD) *** 7 70 City of San Clemente (SC) 4.0 1.5% 3.0 1.0 Santa Margarita Water District(SMWD) 11.0 4.2% 3.2 7.8 South OC Wastewater Authority(SOCWA) 22.7 8.7% 14.7 8 Trabuco Canyon Water District(TCWD) 0.6 0.2% 0.6 TOTAL 261.9 100% 246.9 45.0 70 Notes: mgpd=millions of gallons per day "OCSD's Total In (198mgpd)=OCSD Plant 1(96mgpd)+OCSD Plant 2(102mgpd) "*Oat's Total In(198mgpd)=005D ocean discharge(121mgpd)+OCWD purple pipe (7mgpd)+OCWD potable(70mgpd) "*OCWD has 92mgpd (15mgpd+7mgpd +70mgpd)that is already accounted for in OCSD's throughput, including 15mgpd returned to OCSD for Ocean discharge 2014-2015 Orange County Grand Jury Page 5 Increasing Water Recycling:A Win-Win for Orange County Table 2: Water Costs ($/mg) IRWD Purple Pie $1,653 Cost to treat to purple pipe standards OCSD Ocean Discharge $1,926 Cost to treat for ocean discharge OCWD Groundwater $1,083 Cost of Santa Ana River Basin water OCWD Purple Pipe $1,503 Cost to treat to purple pipe standards OCWD Potable $1,468 Cost to treat to potable standards SMWD Ocean Discharge $1,103 Cost to treat for ocean discharge SMWD Purple Pipe $1,488 Cost to treat to purple pipe standards SOCWA Ocean Discharge $2,655 Cost to treat for ocean discharge SOCWA Purple Pipe $3,326 Cost to treat to purple pipe standards MET Wholesale $2,601 Cost of imported water North & Central Orange County Wastewater Processing OC Sanitation District OC Sanitation District (OCSD) receives and processes the wastewater for all of the cities and unincorporated land in north and central OC, which represents 75.6% of all of OC's wastewater. Last year it processed an average of 198 million gallons per day (mgpd) of wastewater. The OCSD's treatment of wastewater results in a water product that meets federal water safety and state water quality standards for ocean discharge. OCSD also sends treated wastewater to the OC Water District (OCWD). OC Water District OCWD manages the Santa Ana River Basin Aquifer, which supplies groundwater for most of the cities and unincorporated areas in north and central OC. The Aquifer water comes from (1) rainfall captured in catch basins along the Santa Ana River, (2) river water flowing from San Bernardino and Riverside, (3) treated wastewater from outside of OC, (4) imported water, (5) recycled wastewater, and (6) a small amount of incidental runoff. OCWD receives 92 mgpd of recycled wastewater from OCSD and then further treats it for two valuable uses: irrigation (purple pipe water), or potable water (drinking water). The amount recovered from this processing or recycling is 7 mgpd of purple pipe water, 70 mgpd of potable water for replenishing the basin aquifer, and 15 mgpd as a byproduct of the treatment process. The majority of this byproduct is returned to OCSD for ocean discharge. OCWD is currently in the process of increasing their recycled potable water capacity from 70 mgpd to 100 mgpd. The capital cost of the project is $142 million. The Grand Jury computed the amount of additional potable water this project could produce over 30 years and amortized the capital costs over the same period to find that recycled water would still cost far less than imported water. 2014-2015 Orange County Grand jury Page 6 Increasing Water Recycling:A Win-Win for Orange County South OC Wastewater Processing South OC wastewater is processed by the El Toro Water District, the City of San Clemente, the Santa Margarita Water District, the South OC Wastewater Authority, and the Trabuco Water District. These entities processed an average of 42 mgpd last year, or 16% of OC's daily wastewater volume. From those 42 mgpd, they produced 17.2 mgpd of purple pipe water and discharged the remainder into the ocean. Irvine Ranch Water District The Irvine Ranch Water District (IRWD) processes 21.9 mgpd of wastewater. From those 21.9 mgpd, it produced 20.2 mgpd of purple pipe water and 1.7 mgpd of byproduct. IRWD is unique because in addition to using purple pipe water for landscape irrigation, it also uses it for industrial processes and toilet Flushing via dual plumbing systems. Costs and Measurements The Grand Jury reviewed the various costs of imported water, recycled water, and groundwater. Since all wastewater must be treated before it can be discharged into the ocean, that cost is considered fixed and, while it is noted in Table 2, it is not used in this study. Water agencies and wastewater processors sometimes use different measuring nomenclature. This study uses one common measurement of million gallons (mg). Some production reports used Acre-Feet (AF). One AF equals 325,851 gallons. FINDINGS In accordance with California Penal Code sections 933 and 933.05, the 2014- 2015 Grand Jury requires (or, as noted, requests) responses from each agency affected by the findings presented in this section. The responses are submitted to the Presiding Judge of the Superior Court. Based on its investigation of Wastewater Processing in Orange County, the 2014-2015 Orange County Grand Jury has arrived at eight principal findings, as follows: F.1. The Orange County Sanitation District processes an average of 198 million gallons per day of wastewater and sends 121 million gallons per day of secondary treated wastewater to the ocean. F.2. The Orange County Water District receives an average of 92 million gallons per day of treated wastewater from Orange County Sanitation District and recycles 70 million gallons per day of water treated to potable water standards that is then returned to the groundwater basin aquifers. F.3. From the 92 million gallons per day from Orange County Sanitation District the Orange County Water District recycles 7 million gallons per day of water treated to plant irrigation standards. F.4. The Irvine Ranch Water District processes 21.9 million gallons per day of wastewater and recycles 20.2 million gallons per day for purple pipe use. 2014-2015 Orange County Grand Jury Page 7 Increasing Water Recycling:A Win-Win for Orange County F.S. The South OC Wastewater Authority (SOCWA) processes 22.7 million gallons per day of wastewater, treats 8 million gallons per day to purple pipe standards, and sends 14.7 million gallons per day to the ocean. F.6. The El Toro Water District, the City of San Clemente, the Santa Margarita Water District and the Trabuco Canyon Water District process a combined average total of 19.3 million gallons per day and send to the ocean 9.5 million gallons per day. The remaining 9.8 million gallons per day are used for landscape irrigation. F.7. In north and central Orange County, the cost to create potable recycled water is $1,468 per million gallons or$1,133 less than the current cost per million gallons of imported water. F.B. The South OC Wastewater Authority (SOCWA) cost to recycle wastewater currently exceeds the cost of imported water, however the Grand Jury believes that the cost of imported water will increase. RECOMMENDATIONS In accordance with California Penal Code sections 933 and 933.05, the 2014- 2015 Grand Jury requires (or, as noted, requests) responses from each agency affected by the recommendations presented in this section. The responses are submitted to the Presiding Judge of the Superior Court. Based on its investigation of Wastewater Processing in Orange County, the 2014-2015 Orange County Grand Jury makes the following four recommendations: R.1. Orange County Sanitation District should conduct a study of possible methods of increasing the amount of processed wastewater sent to Orange County Water District, including timelines and noting any barriers that may prevent increasing Flow, and implement the most cost effective method to reduce the amount of imported water to Orange County. (F.1.) (F.2.) (F.7.) R.2. Orange County Water District should conduct a study of possible methods of increasing the amount of processed wastewater and implement the most cost effective method to reduce the amount of imported water to Orange County. (F.2.) (F.3.) (F.7.) R.3. South Orange County Wastewater Authority should conduct a study of possible methods of increasing the amount of processed wastewater and implement the most cost effective method to reduce the amount of imported water to Orange County. (F. 5.) (F. 8.) R.4. The El Toro Water District, the City of San Clemente, the Santa Margarita Water District, and the Trabuco Canyon Water District should conduct a study of possible methods of increasing the amount of processed wastewater and implement the most cost effective method to reduce the amount of imported water to Orange County. (F.6.) 2014-2015 Orange County Grand Jury Page 8 Increasing Water Recycling:A Win-Win for Orange County REQUIRED RESPONSES The California Penal Code section 933 requires the governing body of any public agency which the Grand Jury has reviewed, and about which it has issued a final report, to comment to the Presiding Judge of the Superior Court on the findings and recommendations pertaining to matters under the control of the governing body. Such comment shall be made no later than 90 days after the Grand Jury publishes its report (filed with the Clerk of the Court). Additionally, in the case of a report containing findings and recommendations pertaining to a department or agency headed by an elected County official (e.g. District Attorney, Sheriff, etc.), such elected official shall comment on the findings and recommendations pertaining to the matters under that elected official's control within 60 days to the Presiding Judge with an information copy sent to the Board of Supervisors. Furthermore, California Penal Code section 933.05 (a), (b), (c), details, as follows, the manner in which such comment(s) are to be made: (a) As to each Grand Jury finding, the responding person or entity shall indicate one of the following: (1)The respondent agrees with the finding (2) The respondent disagrees wholly or partially with the finding, in which case the response shall specify the portion of the finding that is disputed and shall include an explanation of the reasons therefore. (b) As to each Grand Jury recommendation, the responding person or entity shall report one of the following actions: (1) The recommendation has been implemented, with a summary regarding the implemented action. (2) The recommendation has not yet been implemented, but will be implemented in the future, with a time frame for implementation. (3) The recommendation requires further analysis, with an explanation and the scope and parameters of an analysis or study, and a time frame for the matter to be prepared for discussion by the officer or head of the agency or department being investigated or reviewed, including the governing body of the public agency when applicable. This time frame shall not exceed six months from the date of publication of the Grand Jury report. (4) The recommendation will not be implemented because it is not warranted or is not reasonable, with an explanation therefore. (c) If a finding or recommendation of the Grand Jury addresses budgetary or personnel matters of a county agency or department headed by an elected officer, both the agency or department head and the Board of Supervisors shall respond if requested by the Grand Jury, but the response of the Board of Supervisors shall address only those budgetary /or personnel matters over which it has some decision making authority. The 2014-2015 Orange County Grand Jury Page 9 Increasing Water Recycling:A Win-Win for Orange County response of the elected agency or department head shall address all aspects of the findings or recommendations affecting his or her agency or department. Comments to the Presiding Judge of the Superior Court in compliance with Penal Code section 933.05 are required from: Responses Required: 1. Responses to Findings F.1., F.2. and Recommendation R.1. are required from the Board of Directors of the Orange County Sanitation District. 2. Responses to Findings F.1., F.3., F.7., and Recommendation R.2. are required from the Board of Directors of the Orange County Water District. 3. Responses to Findings F.S., F.B., and Recommendation R.3. are required from the Board of Directors of the South Orange County Wastewater Authority. 4. Responses to Findings F.6., and Recommendation RA. are required from the Board of Directors of the El Toro Water District. 5. Responses to Findings F.6., and Recommendation R.4. are required from the Mayor of the City of San Clemente. 6. Responses to Findings F.6., and Recommendation RA. are required from the Board of Directors of the Santa Margarita Water District. 7. Responses to Findings F.6., and Recommendation R.4. are required from the Board of Directors of the Trabuco Canyon Water District. 8. Response to Finding F.4. is required from the Board of Directors of the Irvine Ranch Water District. COMMENDATIONS The 2014-2015 Grand Jury commends the OC Sanitation District and the OC Water District for the partnership they developed to recycle wastewater for the beneficial use of north and central OC residents. Last year's average of 77 mgpd of recycled water reduces dependence on more expensive imported water at a time when the amounts of external water supplies are stressed by the State's prolonged drought. The 2014-2015 Grand Jury commends the Irvine Ranch Water District for the years of recycling water for landscape irrigation leadership. Last year they recycled over 92% of the wastewater they received. REFERENCES State of water, summer 2013:A call for investing in reliability.[Pamphlet]. (2013). Municipal Water District of Orange County. Municipal Water District of Orange County (2014). Water rates and charges. Retrieved from http://www.mwdoc.com/pages.php?id_pge=166 2014-2015 Orange County Grand Jury Page 10 Increasing Water Recycling:A Win-Win for Orange County APPENDIX: GLOSSARY AF. Acre-Foot. The amount of water needed to cover an acre (approximately a football field) one foot deep, or 325,900 gallons. One acre-foot can support the annual indoor and outdoor needs of between one and two households per year, and, on average, three acre-feet are needed to irrigate one acre of farmland. Aquifer. A geologic formation of sand, rock and gravel through which water can pass and which can store, transmit, and yield significant quantities of water to wells and springs. Groundwater. Water that occurs beneath the land surface and fills partially or wholly pore spaces of the alluvium, soil, or rock formation in which it is situated. Does not include water which is being produced with oil in the production of oil and gas or in a bona fide mining operation. Groundwater basin. A groundwater reservoir defined by all the overlying land surface and the underlying aquifers that contain water stored in the reservoir. Boundaries of successively deeper aquifers may differ and make it difficult to define the limits of the basin. Groundwater Replenishment System (GRS). An OCWD/OCSD joint project being developed to provide up to 100,000 acre-feet of reclaimed water annually for groundwater replenishment. Treated wastewater will undergo further treatment at OCW D-using the same technology as bottled water companies-before it is piped northward along the Santa Ana River to replenish the groundwater basin in the inland part of the county. Visit the GWR System website (http://www.gwrsystem.com). Imported water. Water that has originated from one hydrologic region and is transferred to another hydrologic region. Metropolitan Water District of Southern Califamia(MET) imports water from the Colorado River and Northern California. MET's agency in OC is the Municipal Water District of OC (MWDOC). Potable water. Suitable and safe for drinking. Primary treated water. First major treatment in a wastewater treatment facility, usually sedimentation removal but not biological oxidation. Recycling. A type of reuse, usually involving running a supply of water through a closed system again and again. Legislation in 1991 legally equates the term "recycled water"to reclaimed water. Santa Ana River Basin Aquifer. That portion of the Santa Ana River that is located within OC. Secondary Treatment. Generally, a level of treatment that produces 85 percent removal efficiencies of biological oxygen demand and suspended solids. Usually carried out through the use of trickling filters or by the activated sludge process. 2014-2015 Orange County Grand jury Page 11 Increasing Water Recycling:A Win-Win for Orange County Tertiary treatment. The treatment of wastewater beyond the secondary or biological stage. Normally implies the removal of nutrients, such as phosphorous and nitrogen, and a high percentage of suspended solids. Wastewater. Water that has been previously used by municipality/residences, industry or agriculture and has suffered a loss of quality as a result of use. 2014-2015 Orange County Grand Jury Page 12 June 24, 2015 The Honorable Glenda Sanders, Presiding Judge Orange County Superior Court 700 Civic Center Drive West Santa Ana,CA 92701 Dear Presiding Judge Sanders: On May 1, 2015, the Grand Jury released a report entitled: "Increasing Water Recycling: A Win-Win for Orange County." This report requires written responses to certain findings and recommendations from the Orange County Sanitation District. A safe and reliable water supply is fundamental to the life and health of Orange County's citizens and visitors, and is essential to economic sustainability. The Orange County Sanitation District thanks the Grand Jury for its attention to this important issue. Below are responses to each of the findings and recommendations of the report: Responses to Findings Page 7 F.I. The Orange County Sanitation District processes an average of 198 million gallons per day of wastewater and sends 121 million gallons per day of secondary treated wastewater to the ocean. The Orange County Sanitation District Response: Agree with the findings. The actual flow volumes vary daily based on water usage in the service area. As a result of the past economic downturn, conservation efforts, and the prolonged drought, the Orange County Sanitation District's actual influent flows have been dropping over the last decade. The average influent flow in 2004 was about 240 million gallons per day. F.2. The Orange County Water District receives an average of 92 million gallons per day of treated wastewater from Orange County Sanitation District and recycles 70 million gallons per day of water treated to potable water standards that is then returned to the groundwater basin aquifers. Response to Orange County Grand Jury June 24, 2015 Page 2 The Orange County Sanitation District Response: Agree with the findings. The Orange County Sanitation District and Orange County Water District have a long partnership for water recycling dating back to the 1970s. With the decreasing influent flow volumes, the Orange County Sanitation District has been actively diverting flow to its Fountain Valley plant to make as much water as possible available to the Orange County Water District for recycling. This includes an on-site pump station and manipulation of diversion structures in our collection system. These diversion management steps are very important in light of the generally decreasing influent flows and the expansion of recycling capacity recently completed by the Orange County Water District. F.3. From the 92 million gallons per day from Orange County Sanitation District the Orange County Water District recycles 7 million gallons per day of water treated to plant irrigation standards. Orange County Sanitation District Response: Agree with the findings. Responses to Recommendations—Page 8 R.I. Orange County Sanitation District should conduct a study of possible methods of increasing the amount of processed wastewater sent to Orange County Water District, including timelines and noting any barriers that may prevent increasing flow, and implement the most cost effective method to reduce the amount of imported water to Orange County. (F.1.) (F.2.) (F.7.) The Orange County Sanitation District Response: Agree with the recommendation. The Orange County Sanitation District Board of Directors established a strategic plan goal in November 2013 to recycle all of the water we treat. The primary use envisioned is to support the ultimate build out of the Groundwater Replenishment System. The staff of the Orange County Sanitation District and the Orange County Water District have collaboratively created a scope of work for an engineering study to investigate the feasibility of recycling all of Orange County Sanitation District's effluent flows. This study involves some potentially significant replumbing of the Orange County Sanitation District's infrastructure to segregate less desirable flows, and to pump effluent from our Huntington Beach Plant to Fountain Valley for recycling at the Orange County Water District. A fraction of the flows with high salt content or other constituents not conducive to drinking water reuse will be studied for other beneficial uses. Response to Orange County Grand Jury June 24, 2015 Page 3 The contract for this study has been awarded and work is scheduled to be complete in June 2016. The Orange County Sanitation District and Orange County Water District are sharing the cost of the study. In addition, grant funding of $450,000 from the Bureau of Reclamation's U.S. Water Smart program was awarded in May 2015. If you have any further questions, please do not hesitate to contact me at (714) 593-7110. Sincerely, Tom Beamish Chair Orange County Sanitation District 1DH/RT/clr ITEM NO. 16 MINUTES OF THE LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE Orange County Sanitation District Monday, June 8, 2015, at 8:00 a.m. A regular meeting of the Legislative and Public Affairs Committee was called to order by Chair Beamish on Monday, June 8, 2015, at 8:00 a.m. in the Administration Building of the Orange County Sanitation District. Chair Beamish led the pledge of allegiance. A quorum was declared present, as follows: COMMITTEE MEMBERS STAFF PRESENT PRESENT: Jim Herberg, General Manager Tom Beamish, Board Chair Bob Ghirelli, Assistant General John Nielsen, Board Vice-Chair Manager Tyler Diep, Director Nick Arhontes, Director of Facilities Robert Kiley, Director Support Services Lucille Kring, Director Rob Thompson, Director of Engineering Greg Sebourn, Director Ed Torres, Director of Operations & John Withers, Director Maintenance Lorenzo Tyner, Director of Finance & COMMITTEE MEMBERS ABSENT: Administrative Services None. Kelly Lore, Clerk of the Board Jennifer Cabral Ann Crafton Al Garcia Lori Khadjadorian Eric Sirjord Nina Train OTHERS PRESENT: Brad Hogin, General Counsel Eric Sapirstein, ENS (via Teleconference) Eric O'Donnell, Townsend Public Affairs Heather Stratman, Townsend Public Affairs John Ruetten, Resource Trends, Inc. 05/08/2015 Legislative and Public Affairs Committee Minutes Page 1 of4 PUBLIC COMMENTS: None. REPORTS: General Manager, Jim Herberg, introduced Nick Arhontes,Director of Facilities Support Services, who reported on a proposed mural at "A" Street Pump Station. The committee was very receptive to the concept. CONSENT ITEMS: 1. MOVED, SECONDED and DULY CARRIED TO: Approve minutes for the Committee meeting held on May 11, 2015. AYES: Beamish; Diep; Kiley, Kring, Seboum and Withers NOES: None ABSTENTIONS: None ABSENT: Nielsen Vice Chair Nielsen arrived at 8:11 a.m. INFORMATIONAL ITEMS: 2. Public Affairs Update Principal Public Affairs Specialist, Jennifer Cabral reported on the following: 19 tours provided; 6 career days; Public Works events; Korean festival, Tustin chili cookoff; social media update; ocsd news alerts; published articles; and the CBS interview with OCWD General Manager, Mike Markus. 3. Legislative Updates Principal Public Affairs Specialist, Jennifer Cabral reported on the following: WaterSMART grant and the thank you letters of support to the delegation being sent from Chair Beamish and a reminder of the GWRS expansion ceremony to be held June 26. 05/08/2015 Legislative and Public Affairs Committee Minutes Page 2of4 Ms. Cabral introduced Eric Sapirstein, ENS Resources, who provided an update on the feasibility study; drought relief bill and policies; new grants program at EPA for water recycling; reforms to the Clean Water Act and and an update on the Waters of the U.S. Rulemaking. Heather Stratman, Townsend Associates reported on the following: 2015- 16 proposed state budget which is due by June 15; one time drought funding of 2.2 billion; 475 million in Water Recycling and advanced water treatment projects; rolling applications for water recycling; and the a $5 million grant through Proposition 84 funds for the Newhope-Placentia Trunk Replacement (2-72) project. OCSD will take part in a panel interview on Friday, June 12 at SAWPA in Riverside where staff will discuss the value of wastewater as a local resource and the future water reliability of our region. Vice Chair Nielsen informed the Committee that the Chair of OCFA has requested that OCSD prepare a letter of opposition to AB 1217 (Daly), a proposed bill which would change the composition, selection method and terms of the OCFA Board of Directors, increasing representation by County supervisors from two members to three while decreasing the representation of city board members from 23 to 10. Ms. Cabral will reference the legislative plan to ensure a position to this bill can be taken; or if this item needs to be agendized to a Committee. Director Withers departed the meeting at 8:30 p.m. NON-CONSENT ITEMS: Assistant General Manager Bob Ghirelli gave a brief summary of the item and introduced John Ruetten, Resource Trends, Inc. who provided an information PowerPoint presentation which included: reasons to utility brand; perceptions and categorizations by target audiences; transparency and accountability; OCSD's business values and brand framework; organizational standards; communication strategies and a review of OCSD's documents. 4. MOVED, SECONDED and DULY CARRIED TO: Recommend to the Board of Directors: Approve the Communication Strategy for OCSD Utility Branding as part of the General Manager's Fiscal Year 2014-2015 Work Plan. AYES: Beamish; Diep; Kiley, Kring, Nielsen, and Seboum NOES: None 06/08/2015 Legislative and Public Affairs Committee Minutes Page 3of4 ABSTENTIONS: None ABSENT: Withers OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: Chair Beamish declared the meeting adjourned at 9:45 a.m. to the next Legislative and Public Affairs Committee Meeting, July 13, 2015 at 3:30 p.m. Submitted by: Kelly A. Lore Clerk of the Board 05/08/2015 Legislative and Public Affairs Committee Minutes Page 4 of LEGISLATIVE AND PUBLIC AFFAIRS MEETING Neebng Date To ad. Of oil. AGENDA REPORT Rem Number Item Number a v Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Bob Ghirelli, Assistant General Manager SUBJECT: COMMUNICATIONS STRATEGY— UTILITY BRANDING GENERAL MANAGER'S RECOMMENDATION Approve the Communication Strategy for OCSD Utility Branding as part of the General Manager's Fiscal Year 2014-2015 Work Plan. SUMMARY As part of the General Manager's Fiscal Year 2014-2015 Work Plan, staff had preliminary discussions with the Legislative and Public Affairs Committee (La PA)where direction was given to prepare a communication strategy for the Committee's consideration. A utility branding consultant was hired through the National Water Research Institute/Utility Branding Network to work with staff on the plan. The consultant held internal staff focus group meetings and received feedback from OCSD's Executive Management Team (EMT). Based on information gathered from these meetings, staff has developed a plan of action that will be presented to the LaPA Committee. PRIOR COMMITTEE/BOARD ACTIONS March 2015 Approval of the Public Affairs Strategic Plan with the proposal for Utility Branding efforts September 2014 Approval of the GM Work Plan for FY 2014-2015 August 2014 Proposed GM Work Plan for FY 2014-2015 presented May 12, 2014 Informational Item regarding OCSD's Corporate Identity was presented to the Legislative and Public Affairs Committee for discussion. ADDITIONAL INFORMATION N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A Page 1 of 2 ATTACHMENT The following affachment(s) maybe viewed on-line at the OCSD webske (www.ocsd.corn with the complete agenda package: • Communications Strategy • OCSD Fact Sheet • Website Portal Mock-Up • Sample Agenda Report • GM Monthly Report Proposal • Proposed Business Values • OCSD Standards Document • PowerPoint Presentation from Legislative and Public Affairs Meeting of 6/8/15. Page 2 of 2 Orange County Sanitation District Communications Strategy Consumer Product Branding Objectives(Context for Utility Branding) • Clearly defined value category,category leadership • Consumers making a decision to buy a product at a given price • Build and maintain market share Utility Branding Objectives • Build a strong reputation in order to protect the interests of customers and served communities • Ensure appropriate investment in workforce,resources, and infrastructure,resulting in increased efficiency and increased value to the community • Maintain a credible and influential voice with policy makers,regulators,and legislators Utility Branding Issues and Strategies • Understand that the utility is being categorized by customers and those paying attention...These categorizations can impact policy decisions and the credibility of the utility's voice • Maintain a workforce that is highly qualified and[reined(strong performers and a credible voice) • Create positive impressions (branding moments) during customer-service interactions • Make it easy for people to understand the utility's roles, value, standards,and decisions • Define the utility's"Business Values"—Reliability,public health,efficiency,transparency...and recognize that these values are the utility's brand promises • Be categorized as fulfilling your Business Values by policy makers and key audiences • Recognize that key audiences(or the Influential Public)are those people who make or influence decisions....for example local/utility policy decisions,regulations, or legislation • Understand the role of standards in communicating motivations,value, and in being transparent • Make compelling business cases when proposing investments • Create communication content that specifically supports branding objectives and strategies • Create content that easier to read,less technical, and emphasizes standards and value • Refine outreach tactics to focus on building relationships with specific people(who are in a position to influence policy decisions,investment, and desired outcomes) • Create benefits for those members of the public that"engage"with OCSD • Ensure that Board members are aware of progress in developing important relationships OCSD Branding Tactics • Affirm commitment to transparency,effective community engagement,and appropriate investment • Review and update scope of OCSD customer-service interactions and standards of service...the overall goal is to create the impression, "I can't believe that is a public agency." • Define and approve an updated set of Business Values • Develop an OCSD Standards Document...identify document uses and process for update • Develop OCSD Fact Sheet...what everyone should know about OCSD in a three-minute read • Adopt a new format for Agenda Reports,making business cases for investment more compelling • Develop a new GM Report format that uses the Business Values as the framework, employs headlines that emphasize actions and results,and has items that are brief and easy to read • Use the new GM Report content to keep members of the influential public informed about major OCSD activities,policy decisions, and investments • Adopt process of periodically sharing Retum-On-Investment(ROI)and Efficiency Case Studies • Develop web front-page information portal for the Influential Public that increases transparency • Maintain target audience list,build relationships, and report results to the OCSD Board • Build key relationships using web-portal content,emails with content from GM Reports,and OCSD events that provide networking opportunities for community leaders Resource Trends, Inc. Branding*Communications•Investment ovw COUNTY SANrmw Plerna FACT S'NFFT: W110 WE ARE The Orange County Sanitation District(OCSD) is a Sound Planning:The foundation for reliability and public agency that provides wastewater collection, providing compelling value is planning. OCSD's treatment, and disposal services for approximately planning process begins with having a long-term 2.5 million people in central and northwest Orange view, identifying key standards, and assessing and County. OCSD is a special district that is governed mitigating risks. Specifically, OCSD concentrates by the Board of Directors consisting of 25 board on maintaining reliable infrastructure, addressing members appointed from 20 cities,4 water/ evolving environmental standards, and providing sanitary districts, and 1 representative from the water resources for recycling. Infrastructure Orange County Board of Supervisors. OCSD has planning must ensure that pipes, pumps,treatment two operating facilities that treat wastewater from plants, and sewer systems are proactively residential, commercial and industrial sources. maintained and upgraded. By planning for changing environmental conditions, anticipating future Our Mission regulations, and advocating for effective and cost- To protect public health and the environment by conscious regulations, OCSD can provide long-term providing effective wastewater collection, reliability, continue to develop water resources for treatment, and recycling. recycling,and enhance environmental protections. Transparency: By providing easy access to Appropriate Investment: Providing reliable services information and timely responses to customer and compelling value requires that funding cover inquiries, OCSD creates an environment that both today's operational costs and the investments fosters public trust and allows customers to easily needed to ensure future reliability and quality of life. understand OCSD's roles, values, priorities and Consequently,fees must cover current operations strategic direction.This creates long-term and and infrastructure maintenance, needed capital mutually beneficial relationships with customers, investments, and provide for a highly-qualified, the media and other influential stakeholders,and well-trained, and diverse workforce.Securing leads to levels of service that meet the needs of adequate funding requires that OCSD managers the community. and staff are trusted, and that their investment proposals are compelling. For these reasons OCSD Exceptional Customer Service: OCSD provides pursues public participation in the decision-making timely, courteous and responsive service to process, which includes building collaborative customers and community members. OCSD relationships with elected officials,community prides itself on making it easy for customers leaders, and the engaged public. Outreach efforts to get information or to solve a problem,and are complemented with a strong government- maintains high standards for responding to advocacy program that gives OCSD a voice in customer issues, including odor, neighborhood ensuring that future regulations and legislation construction,or questions about fees and billing. create cost-effective value. OCSD's commitment to exceptional service means constantly enhancing its understanding of customer MORE ON REVERSE needs,and when appropriate updating standards or investing in industry-leading technologies. A lrr •9 2 f � LHE Hid ORANGE COUNTY SAN/rmw v1sroCT FACT S'NFFT: WHO WE ARE Public Health and the Environment:The foundation and supported the Development of the Groundwater for OCSD's public health and environmental Replenishment System (GWRS). Providing tap water commitment is complying with the Clean Water Act, that is fit for drinking,and recycled water that is which means maintaining 24/7/365 compliance acceptable for the intended use, is not an accident with its ocean discharge permit and 24/7/365 of nature. OCSD and OCWD work together to treatment-plant reliability.And protecting the manage the quality of water sources, employ state- Pacific Ocean requires an ongoing commitment of-the-art water purification processes,optimize by OCSD staff to increase their knowledge about facility operations and maintenance,and conduct the local marine environment. OCSD's sewer rigorous water-quality testing. OCSD's water-quality system keeps wastewater in the pipes, and as efforts begin with meeting the needs of OCWD, and a minimum meets all Sanitary Sewer Overflow are supported by active involvement in industry (SSO) regulations. However, meeting the health associations.This allows OCSD's staff to keep and environmental needs of the community does abreast of the latest water-quality research and not end with regulatory compliance. It requires best practices. that OCSD reach out to the public to understand their needs and concerns. Meeting their needs Sound Finances, Efficient Operations:OCSD's includes building and maintaining facilities that financial standards ensure that it has the financial address local environmental impacts, such as odor, strength to provide the reliable and high-quality architectural aesthetics, noise,and minimizing service that customers expect, and the stability to the inconveniences of construction projects. avoid unexpected rate spikes. This includes finances Finally, OCSD must ensure that public health and that are resilient to economic downturns, changes environmental protections are effective during in wastewater flows and environmental conditions, severe weather events and natural disasters. and natural disasters.OCSD's financial practices and reserves allow it to earn favorable credit ratings, Water Resource Development:Water reliability is which means that it has access to low interest rates the foundation for a vibrant and growing economy, on financed infrastructure improvements. Finally, by and OCSD's water resources are becoming an aggressively pursuing grant funding and constantly integral part of maintaining water reliability in the increasing efficiency, OCSD is able to keep rates region.Through its partnership with the Orange as low as possible while maintaining essential County Water District(OCWD), OCSD has invested in investment in resources and infrastructure. 1� fq ' I'` • o 0 a Orange County Sanita x F C (1 -1 ocsewers.com Q = about us board of directors openGov student resources residents businesses OCSearch... 4 a.l.d tarywye\ AA FIX I> 1 a .. t r • r rr sa • Y M.1 Milmr . >Otlar Complaint >Fees • Tours �, _. .i i .. >Repon a Spill > Permits > Programsiu. > Career a C.natmction > Blds&RFP > Speakers r >Salary & d� jj >SevrerFees > Regolm.ry ComplianCompliance > GWR 5 Ystem Benefits LATEST NEWS UPCOMING EVENTS WANT TO KNOW MORE Public W.rks Will May 17-23> 05/23-Steering Committee ABOUT WHAT WE DO? 2U35 Meeting Fact Sheet .Tp Fublicworks rrtek from tine ortrye What...Zan rl knowabout the roles and count,sanit e.n anal 05/27-Board of Directors Meeting values.( DSD .................................................. Orange county Grmad Jury oG/o3-Operations committee Policy Ticker Issues Wa[er-Saving Report Meetlng Racers delusions by OCSD Bosh of Directors ReceM1, tine 0rar9e CouMY GraMbrY .................................................. IssuM tM1eir rtyrt Ircrtesiry Water fimn,diry: A WIn-Winbr orange Com2y.I.-mart .Ibcnn arepotandthab mofnourm Strategic Plan orsnma coo" ' Major goals and copied investment pro grams .................................................. Achievement for Escellenc>a in Financial Reporting OCSD Board of Directors 1 Govarmmam Flan-all Aarociabon Profiles and compensation of tM Gnlhtl states ant Gaea(GFGq Ms .................................................. confined a Cerbfimte of Achievement do E¢elleae in Fiamal a ray to Coast, the Crary. sanitation oiamd. Open Gov ......................I........................... Orange County Sanitation District Sample Agenda Report, Outfall Design Services Standards for Agenda Reports • Most important communication you produce....quality should reflect this fact • Stands on its own—Don't need prior knowledge • Identify key standards driving the proposal (problem statement) • Be specific and meaningful • Answer relevant questions in advance • Easy to read - Lowest word count to understand issue/problem • Don't allow acronyms to make it hard to read General Manager's Recommendation A. Approve a Professional Design Services Agreement with..... B. Approve a Contingency..... Summary Background The Orange County Sanitation District(OCSD)has two effluent pump stations at Plant No. 2 to pump treated wastewater out to the sea: the Ocean Outfall Booster Station (Booster Station)and the Effluent Pump Station Annex(Pump Station Annex). The Booster Station was constructed in 1988 and has a capacity of 600 MOD, and the Pump Station Annex was constructed in 2007 and has a capacity of 360 MOD. Relevant Standards • Constantly identify and implement increases in efficiency • Maintain a proactive asset management and maintenance program • Support OCWD expansion of GWRS • CA Government Code: Select the"best qualified firm"and"negotiate a fair and equitable fee" Problem Declining plant effluent flows due to water conservation and OCSD providing effluent to support OCWD's Groundwater Replenishment System(GWRS)means that the Booster Station and the Pump Station Annex are frequently operating below minimum design capacities. This causes inefficient pumping (higher energy use than needed?)and has corrosive and fouling impact on the pumps and piping. This increases maintenances costs and reduces the life of equipment. Furthermore, separate studies have indicated that the Booster Station's mechanical and electrical systems are nearing the end of their useful lives. OCSD needs consulting engineering support to assess and design new systems that address these issues. Solution OCSD advertised a Request for Proposal on September 23, 2014 and two proposal were received. Based on OCSD's standard evaluation process and pursuant to government codes, staff Resource Trends, Inc. Branding•Communications•Investment Orange County Sanitation District Sample Agenda Report, Outfall Design Services recommends approval of the Professional Design Services Agreement with Brown and Caldwell. This Agreement will assess current conditions and address the following: • Rehabilitating deteriorating or obsolete electrical mechanical, structural, control systems,break rooms, and restrooms at the Booster Station • Determining the size of new low flow pumps for the Booster Station and Pump Station Annex • Pump Station Annex is pretty new....besides the low flow scenario, how can we describe what is going on? Timing Concerns Booster station rehabilitation is prudent given its age, and OCWD is projecting the need for even more secondary effluent to support expansion of GWRS. This means that flows to the Booster Station and Pump Station Annex will continue to decrease. Failure to design and implement solutions could delay providing more water to GWRS? Why is waiting not a good idea? Financial Considerations The fees for these design services are included in the budget, so they will not impact current rate projections. These design services will ultimately lead to a construction project that will cost approximately which is included in the current capital budget. Allocating a 10%contingency is standard procedure, and use of the contingency budget is dependent on Board approval. Ramifications of Not Taking Action Increased risk of failure due to asset life and consequences of low flow operations. Increased maintenance costs and energy use. What are the operating cost savings of updating these systems? Energy use, reduction in maintenance costs? Resource Trends, Inc. Branding•Communications•Investment Orange County Sanitation District General Manager Report Proposal Included on the following page is a sample of an updated General Manager Report. This update is founded on the idea that this Report is one of the most important communications that the District produces,not only because it is addressed to the Board of Directors,but because it represents what staff wants people to know about OCSD. It can also be used as a basis for communicating with members of the influential public. This means that the Report should receive enough focus and attention to be very relevant and clear. This sample may be longer than an actual report because it is designed to illustrate important issues. This Report in general is bound by the following issues and standards. Information Categories—The Report categorizes information based on important elements of the business values or brand,including the following: Public and Environmental Health, Recovering Valuable Resources, Sound Finances and Increasing Efficiency, Community Outreach and Transparency, Legislative and Industry Affairs, and Workforce and Administration. These categories serve as a reminder of the value that OCSD provides to its customers and the region,and provide the specific context for each information item. Use Meaningful Headlines—Peak interest,by being more results or action oriented. Be Brief—Current Reports have too many words and too much information. This can decrease readership and comprehension. Think about what Board members and the influential public really need to know. General guidelines are to focus on who (people and communities) and results (benefits or risks). Find someone who is skilled in this area to edit these reports. Outreach Updates—You may be losing Board members when you provide just a list of outreach activities. Providing a link to a list would be fine. Use this section to highlight progress on specific relationships or support for specific endeavors/investments. Comments on Category Placement—Employee awards are included in the Workforce and Administration category while agency or project awards are included in the Legislative and Industry Affairs category. Some items will apply to more than one category. For example, ceasing disinfection of ocean discharge water protects the environment and saves money. Protection of the environment is primary, so it is listed under Public and Environmental Health. Organizational Updates—These were a little long and hard to grasp specific results, so consider leaving these out until they are improved. The intent is to show that organizational efficiency(or effectiveness) is being reviewed and enhanced. Stay focused on very specific changes and explain the tangible increases in efficiency/effectiveness. Complement GM Reports with ROI and Efficiency Case Studies—A good way to complement the information in these reports is to create ROI and Efficiency Case Studies. 11 Page Orange County Sanitation District General Manager Report Proposal February 18,2015 TO: Chair and Members of the Board of Directors Orange County Sanitation District FROM: James D. Herberg General Manager SUBJECT: General Manager Report Public and Environmental Health Ceasing Ocean Outfall Disinfection Protects the Environment and Saves Money The Santa Ana Regional Water Quality Control Board and United States Environmental Protection Agency(USEPA) staff gave OCSD their approval to cease disinfection of its ocean discharge on March 17, 2015. After reviewing several studies conducted by OCSD staff,both regulatory agencies concluded that OCSD disinfection practices resulted in a slight but increasing degradation of the marine community living new the ocean outfall. Additionally, the study found that disinfection provided no public health benefit to local beaches. OCSD has initiated additional beach and ocean monitoring to Rather ensure the quality of our coastal waters after this change. Ceasing disinfection will save OCSD approximately$420,000 per yew in chemical costs alone. Santa Ana Trunk Sewer Rehabilitation Moving Forward This project rehabilitates a portion of the Santa Ana Trunk sewer system between Bristol Avenue and the Santa Ana River within the cities of Fountain Valley, Costa Mesa and Santa Ana. The project is slightly delayed due to late delivery of sewer pipes and the need for the contractor to submit alternate traffic control plans. Construction started Monday, February 9. Based on the recent update,the schedule shows a delay of approximately one month with completion on July 22,2015. However,the contractor believes they can make-up the lost time. Study Results will Enhance OCSD's Power Outage Reliability Water Emergency Response Organization of Orange County(WEROC)coordinates emergency response to major disasters on behalf of all Orange County water and wastewater agencies. OCSD participated in an effort by WEROC to assess stand-by power capability and fuel needs of wastewater systems under during normal operations and during a loss of the power grid for multiple days. OCSD staff now has a better understanding of needed diesel fuel supplies for stand-by generators for 15 remote pumping stations and both treatment/reclamation plants. This information will be used to update our current Integrated Emergency Response Plan(IERP). Recovering Valuable Resources Effluent Reuse Study Paves the Way for GWRS Expansion OCSD has begun its Effluent Reuse Study which will make recommendations and develop an implementation plan for wastewater collection and treatment improvements needed to support the expansion of the Groundwater Replenishment System. The study,which will be completed in Much 2016,will also support the development of other water reuse opportunities. 2 1 P a g e Orange County Sanitation District General Manager Report Proposal Sound Finances and Increasing Efficiency OCSD Receives AAA Credit Rating The District's recent debt issuance resulted in an `AAA' Credit Rating from both Fitch Ratings and Standards&Poor's. This is the highest possible rating, demonstrating that OCSD has an exceptional degree of creditworthiness and can meet its financial commitments. Fiscal Year 2015-16 Budget Kick-Off This month,we initiated the budget development process for the 2015-16 Budget Update which is scheduled for adoption in June. There will be a series of presentations covering important budgeting issues to both the Administration and Operation Committees in the coming months. OCSD Continues to Generate Revenue by Selling Emissions Credits The South Coast AQMD requires emission offsets to approve construction of facilities that emit air pollutants. These offsets are often met using Emission Reduction Credits(ERC's). During the past 10 yews OCSD has generated more than $5 million in revenue through the sale of ERC's. Many of these credits were awarded in the 1990's when OCSD replaced 23 polluting diesel engines with the Central Power Generation Systems. OCSD still holds enough ERC's to offset 600 pounds per day of various emissions. OCSD has received proposals from a brokerage firm to buy 169 pounds per day of ERCs through two separate transactions. OCSD is expected to net$608,000 and$82,500 from these sales, which should be completed by March 2015. Successful Launch of Management System will Increase Efficiency—"Maximo" The new Computerized Maintenance Management System(CMMS),known as Maximo was successfully launched on Friday January 23. The system will help OCSD staff to identify opportunities for improving preventative maintenance programs and being more efficient with staffing. All software features of the system are performing well. A few minor system glitches have been identified but these are being resolved. All of Plant No. 1 maintenance staff have Microsoft Surface Tablets to issue work orders,requisition parts, and access technical specifications. Plant No. 2 staff members will be receiving Tablets over the next few months. Community Outreach and Transparency OCSD Responds to Region-Wide Grand Jury Request As part of its comprehensive review of all of the special districts within its jurisdiction,the Orange County Grand Jury requested information from OCSD. Information provided included details about OCSD's organizational structure, financial specifics such as revenue sources, expenditures,assets, reserves and liabilities. OCSD Holds Stakeholder Meeting for Gisler-Red Hill Sewer Rehabilitation This $23 million project will replace and/or rehabilitate portions of the Gisler-Red Hill Sewers along Red Hill Avenue between McGaw Street and Mitchell Avenue, and the intersection of Newport Boulevard and Mitchell Avenue, in the cities of Irvine, Santa Ana, and Tustin. Construction is expected to begin in the summer of 2015 and will last approximately 18 months. 31 Page Orange County Sanitation District General Manager Report Proposal As part of the Construction Outreach Program, OCSD hosted a Stakeholder Community Meeting on January 22 at Tustin's City Hall. Community members in attendance received a project overview and were given the opportunity to provide input on the design elements and other issues including hours of construction and traffic control. Notification for this meeting was through direct mail, the City of Tustin's website, and an article was published in the Orange County Register's Local Section covering the City of Tustin. Leeislative and Industry Affairs OCSD Establishes Position on SB 119 (Senator Hill) This proposed piece of legislation would require an agency to mark or take responsibility for marking private laterals. Our position is to oppose any provision of the proposed legislation that requires an agency to mark or take responsibility for marking laterals as OCSD is not responsible for private sewer laterals. A letter detailing this position will be presented at the April Legislative and Public Affairs Committee, and sent to Senator Hill if approved. Santa Ana River Interceptor Project Wins Civil Engineering Award The Santa Ana River Interceptor project won the Wastewater Conveyance Project of the Year by the American Society of Civil Engineers. This project was completed in partnership with the County of Orange, Santa Ana Watershed Authority and OCSD. Once again, nice job to all OCSD employees who played a role in the successful completion of this 15 year effort. OCSD Applying for$450,000 WaterSmart Grant- Staff is applying for a U.S. Bureau of Reclamation(USBR)WaterSmart grant for$450,000 to supplement the cost of the Effluent Reuse Study. This reuse study will make recommendations for improving wastewater collection and treatment facilities specifically needed to support the expansion of the Groundwater Replenishment System. Member agencies and our partners have submitted letters of support to USBR, including OCWD, SAWPA, Midway City, Costa Mesa Sanitary Agency and Buena Park. Workforce and Administration Additional Board Member Orientation For Board Members who were not able to make the January 14 New Board Member Orientation, we will be holding a second workshop on Thursday, March 12 at 3:00 p.m. The orientation will cover District Administration and Finances,OCSD History and Future,Board Rules and Procedures, Operations and Workforce Planning and Development.Notification will be provided closer to the date. Update to General Manager's Work Plan Following this monthly update, you will find the Mid-Year Update on my Fiscal Year 2014- 2015 Work Plan. Please let me know if you have any questions. Labor Agreements Approved On January 28, 2015, the Board approved an agreement between OCSD and the Supervisory and Professional Management Group(SPMG)bargaining units for successor Memoranda of Understanding(MOUs). These three-year agreements will expire on June 30,2016. The Board 41 Page Orange County Sanitation District General Manager Report Proposal also approved successor MOUs for the Orange County Employees Association(OCEA) bargaining units. These two-year agreements will expire on June 30, 2016. OCSD continues to meet and confer in good faith with the International Union of Operating Engineers Local 501. The next meeting is scheduled to take place on March 25, 2015. Victoria Pilko Receives Engineering Awards Congratulations to Victoria Pilko on receiving the Outstanding Engineer Merit award from Orange County Engineering Council and the Public Sector Civil Engineer of Merit from the American Society of Civil Engineers. Victoria has more than 20 years of experience in wastewater rehabilitation and has been with OCSD since 2006. Class and Compensation Study Underway Vendor selection through the REP process is complete, and work on the Classification and Compensation Study has began. Gallagher Benefit Services, Inc., the selected vendor, currently is conducting initial meetings with OCSD's Human Resources and the Executive Management Team. Position description questionnaires will be completed by employees and reviewed by management by June 30. The classification and compensation study is on track for completion by December 31, 2015 in accordance with one of my General Manager's Work Plan goals. 51 Page Orange County Sanitation District Updated/Proposed Business Values OCSD's Business Values support the Mission Statement by more thoroughly describing its promises to provide value to the customers and communities it serves. Providing reliable, responsive, and cost effective services in line with customer needs Protecting public health, the natural environment, and our neighborhoods Recovering valuable water, energy, and organic resources Spending money wisely through sound planning, efficient operations, and sound financial management Transparently sharing our mission and strategies with customers and stakeholders Creating the best possible workforce in terms of safety, productivity, training, and customer service Partnering with others to benefit our customers, this region, and our industry Resource Trends, Inc. Branding•Communications•Investment Orange County Sanitation District Organizational Standards—Draft Version 1.3 June, 2015 Sound Planning Sound Financial Management • Standards driven organization • Annual user fees sufficient to cover all O&M • Anticipate and plan for future regulations and and capital debt requirements legal requirements • Stable rates,no large unforeseen rate increases • Maintain collaborative and cooperative • Actual collection,treatment,and disposal costs relationships with regulators per million gallons track budget • Proactively address changes in waste stream . Easy access to low cost credit and environmental conditions • Maintain AAA credit rating • Be active in industry associations • Debt ratio? Operating cash? Reserves? • 5 year Strategic Plan . Produce Ops and CIP budgets every two years • Annual update of the Strategic Plan with annual update • 1,5,20 year planning horizons . Follow GAAF,specifically GFOA standards • 1,5,20 year CIP plans updated annually? . Annual financial report and audit letter • Maintain Odor Control Master Plan . Secure outside funding(grants)for recycled • Biosolids Master Plan,Energy Master Plan? water or other capital programs • Stable costs and risk managed Biosolids Appropriate Investment management program • Monthly Operations Report • Ensure that the public's money is wisely spent . Quarterly financial reporting • Investment proposals and decisions based on . Bi-Annual Budget Book clearly defined standards • CAFR Annual Financial with Audit Letter • Long-term view that appropriately funds . CIP Annual Report capital improvement programs . Internal auditing—Approx.3 per year • Make compelling cases for investment • Build brand,trust, and support with policy makers and community leaders Efficient Operations • Unified legislative advocacy and public outreach program • Maintain a culture of improving efficiency • Data-driven asset intervention-Type,life • Efficiency efforts reduce the cost to provide data,inspections,costs, industry standards the current service level or standard • Consider life-cycle costs in all decisions • Use all practical and effective means for • Sound engineering and accounting practices, recovering energy complying with local,state and federal laws • Hold an annual State of the District meeting that emphasizes performance and efficiency • Participate in National Joint Powers Authority Exceptional Customer Service (NJPA)cooperative purchasing program • Make it easy for customers and the public to • Ensure that important documents are easily get a problem solved or interact with OCSD accessible for all business functions Ensure that all records are 100%electronic • Respond to treatment plant odor complaints • within 1 hour • Maintain a modern contract administration • Respond to collection system odor complaints system, 100%of contracts in the system within 1 working day • Use 100%of digester gas to generate power • Respond m construction project complaints or inquiries within 1 working day Protecting Public Health, Environment • New connection permits processed within one working day • Listen to and seriously consider community • Respond to all Biosolids contractor violations inputs on environmental concerns within and week of violation notice • Accounting calls standards? Water • Misc.Control Center call standards? • Comply with the Clean Water Act • Meet discharge permit 24/7/365 11 Page Orange County Sanitation District Organizational Standards—Draft Version 1.3 June, 2015 • 24/7/365 treatment plant reliability • Meet 5 NTU from Plant 1 for GWRS • 24/7/365 reliability of pumping stations • Meet volume and water quality needs to • No notices of violation support GWRS System • Annual Ocean Monitoring Report • Develop detailed plan for recycling Plant 2 • Meet sec.treatment standards 25 HOD(mg/L) water by FY 18-19 • Meet sec.treatment standards 30 TSS(mg/L) • Frequency of emergency outfall use-0 Middy Effective Workforce • Increasing knowledge of local marine environment • Highly qualified,well trained,motivated,and • Receive and treat up to 10 MGD of dry diverse workforce weather urban runoff flows • Meet OSHA training requirements • Maintain contaminant source control program • 45 training hours per year per employee and enforce pre-treatment regulations • Competitive compensation and benefits • Minimize personal care products and emerging • Provide for professional growth,development contaminants in source waters • Provide a safe and collegial workplace • Meet or exceed sanitary sewer overflow • Employee injury incident rate<—4.1 per 100 regulations • Day lost due to injury<=2.5 • Less than 2.1 sewer spills per 100 miles • Hours worked since last lost work day • Respond to collection system spills in 1 hour >= 1,000,000 • Contain sewer spills within 5 hours • Encourage collaboration • Plan for and execute succession,minimizing Air vacant position times • Meet or exceed air pollution regulations • Positive employer,employee relations • No notices of violation . Communicate meaningfully with employees • Air emissions health risk to community and . Negotiate fair and equitable labor agreements employees less than 10 per million . Conduct periodic employee satisfaction survey • 0 odor incidents/events under normal operating conditions for Plants I and 2 • Collection system odor incidents—12 per year Transparency • Regularly meet with W WTP neighbors and reassess odor requirements • Maintain transparency certificate • Make it easy for people to understand OCSD's Biosolids roles and value to the community • Safe beneficial reuse of Biosolids • Content that is brief and meaningful, • No notices of violation emphasizing standards and motivations • Less than 100 tons to landfill through 2017 • Easy access to essential,governance info. peak production period • OCSD Annual Report • Annual Biosolids Performance Report • No release or sharing of information without the proper context Neighborhood Impacts • Timely release of information and response to • Operate and maintain facilities to minimize information requests impacts on surrounding communities, • Host public open house for all rate issues including odor,noise,and lighting • Ensure that public events/decision processes • Ensure that assets/facilities blend in with the are communicated using multiple channels surrounding community • Comply with transparency and communication • Meet CEQA and NEPA standards requirements,including the Brown Act • AB 1234...Board ethics training Develon OCSD's Water Resources • Share bad news early,before someone else shares the information • Use all practical and effective means for • Maintain long-term productive relationships recovering wastewater for reuse with the media • Highly reliable water delivery to GWRS • Respond appropriately to negative publicity 21 Page OCSD Brand Foundation Legislative and Public Affairs Committee ,June 8, 2015 O�JNjV SANITgT��d i = A ¢ c� O ti 9o��cT/N� THE Resource Trends, Inc. Branding• Communications• Investment Now- Presentation Topics Why Utility Branding? Branding Boiled Down - Consumer Products and Utilities Transparency and Accountability OCSD' s "Business Values" and Brand Framework The Importance of Organizational Standards ► OCSD Branding and Communication Strategies ► Review of Documents srand Resource Trends, inc. Branding• Communications• Investment Why utility Branding ? Being Branded , Categorized WRF Project - Perceptions of Potable Reuse Negative Branding of Tap Water " Branding of "Government" as Inefficient Branding Impacts Decisions & Investment Branding Outcomes and ROI Building the Wastewater Utility Brand Enhanced Content, Aligned with Brand Increased Focus on Key Audiences, Results Increased Transparency & Accountability Stronger/ Broader Support for Investment Resource Trends, Inc. Branding• Communications• Investment Branding Bailed Down Perceptions/Categorizations Specific Decisions by Target Audiences and Outcomes ► Consumer Product Outcomes GOB_ � [2 Category Leadership Market Share. . . Retail Price Utility Outcomes - The Reputation to. . . Protect Interests of Customers & Community Secure Support for Needed Investment, Rates Have a Credible Voice - Regulators, Legislators. . . " Resource Trends, Inc. Branding• Communications• Investment Great Brands Dominate a Category -Q �Slc ORUu People Don't Just Perceive M They Categorize Things "I Want an Energy Drink, I Want Red Bull. Category Determines Target Audience Cz, O P r0, Be a HERO. I ■ Targeting Senior Citizens? Resource Trends, Inc. Branding• Communications• Investment Categorizing Starbucks European Coffee- House Experience? Strong Coffee : Variety of Drinks. . . Made to Order Pleasant Atmosphere Place to Meet Remote Office. . . Free Internet ° Behavior of Employees Store Always Close By Brand Success Depends on Standards ! The Value is "Transparent" Resource Trends, inc. Branding. Communications. Investment Branded ! Reliability Perceptions Public Health Environment Customer Service Planning, Efficiency Financial Management . . . .your rate increases are Transparency unnecessary and wasteful. . . ." Categorized ! Branding Efforts Exceptional "Service" Experience Value/Brand-Focused Content Specific Audiences and Outcomes Resource Trends, inc. Branding• Communications• Investment Transparency & Utility Branding Competent Utility Branding . . . . Increases Transparency and Accountability Content More Meaningful, Relevant Information Actually Reaches Target Audiences ► Addresses Who Should Be Paying Attention Board Members, Influential Public. . . . Addresses What They Should Know Utility is Fulfilling Its Business Values 777 Motivations/Standards Driving Decisions Proposed Investments are Compelling '_ Resource Trends Inc. Branding* Communications• Investment Orange County Sanitation District OCSD Vision ® I' Updated/Proposed Business Values " Business Values " OCSD's Business Values support the Mission Statement by more thoroughly describing its promises to provide value to the customers and communities it serves. ► Updated the "Vision" to be a New Set of "Business Values" Providing reliable, responsive,and cost effective services in line with customer needs Business Values Define the Protecting public health, the natural environment, and our neighborhoods Brand Structure of OCSD Recovering valuable water, energy, and organic resources Spending money wisely through sound planning, ► Option Remains to Develop a efficient operations, and sound financial management Forward-Looking Vision Transparently sharing our mission and strategies with customers and stakeholders Creating the best possible workforce in terms of safety,productivity,training,and customer service Partnering with others to benefit our customers, this region, and our industry Resource Trends, Inc. Branding• Communications• Investment ® CSD is Not . . . ta Not Encouraging the General Public to Use a Product Just a Resource Recovery Facility OCSD Brand is Multi-Dimensional Public Health , Efficiency, Finances, Transparency. . . Providing Trash Services New Name, or Point People in the Right Direction? \ ` Resource Trends, Inc. Branding• Communications• Investment Organizational Standards "A standard is simply a rule, a level of quality, or an achievement that is considered acceptable or desirable" ► Standards Define & Describe OCSD's Value. . . .Motivations Categorized Based on Business Values - Service, Efficiency. . . Foundation for Planning, Investment, Trust, Transparency ► The OCSD Standards Document Benefits. . .What's the Standard? Where is the Standard? Creating Process for Use and Update. . .Staff Owner ► Should Be Used to Elevate Standards ••• In Cases for Investment (Agenda Reports) In Every Dialogue, All Communications ' Resource Trends, Inc. Branding• Communications• Investment OCSD Branding Strategies ► More Meaningful Communications Content Less Technical - Focused on Value, Brand, Standards New Formats for Agenda and GM Reports OCSD Fact Sheet and Website Information Portal Enhanced Customer Service _ Create/ Ensure Positive "Branding Moments" Review Scope of Service Interactions and Key Standards Desired Perception - "I Can't Believe this is a Public Agency" Focused Outreach (Building Relationships) Policy Makers, Community Leaders, Legislators, Regulators. . . Make it Easy to Properly Categorize OCSD Priority Communication Content, Minimal Time Commitment Resource Trends, Inc. \ Branding• Communications• Investment Bard Communications ► Desired Perceptions That OCSD is Fulfilling its Business Values Staff Recommendations are Based on Meaningful Standards Investment Proposals Easy to Understand, Compelling Major Investment Proposals Have Community Support Outcomes OCSD Board Approves Proposed Policy Decisions and Investments Easier for Media and Influential Public to Understand OCSD Activities and Investment Proposals Tactics Enhanced Agenda, General Manager Reports y Priority Content Reaches Influential Public Resource Trends, Inc. Branding• Communications• Investment \Q Customer Service or ► Desired Perceptions "I Can't Believe this is a Public Agency" f Responsive. . .as Covered in Levels of Service Caring. . .OCSD Staff Cares About Customers and Communities Easy. . .for People to Solve Problems, Get Needed Information Outcomes Customer Service Interactions Lead to Positive "Branding Moments" Customer Service Does Not Create Opponents People Understand Motivations for Construction Projects Tactics Review and Update Scope of Customer Interactions, Standards Review and Update Content in Construction Notices Resource Trends, Inc. Branding• Communications• Investment \Q Influential Public Local Elected Officials , Leaders , the Media. . . . . Desired Perceptions Meet Their Needs! OCSD is Fulfilling its Business Values Create Benefits! OCSD Investments Create Compelling Value I Should Paying Attention. . . It's Easy and Beneficial Outcomes Support for OCSD Activities and Decisions Understand OCSD Roles, Value, and Standards Consistently Aware of Policy Decisions and ROI Tactics List of Influential Public and Status of Relationships Essential Information Easy to Find . . .Policy Ticker, Targeted Emails Provide Networking Opportunities . . .VIP Tours, Community Events Resource Trends, inc. Branding• Communications• Investment A� _ Regulators , Legislative , Industry Desired Perceptions OCSD is Transparent. . .Staff Qualified, Trained, Innovative Credible Voice On Appropriate Standards and Investment Outcomes Influential Voice in Regulatory & Legislative Decisions Advance Notice About Regulations and Legislation Flexibility with Regulators. . .Compliance Challenges Access to Grant Funding Tactics Maintain Staff Credentials, Qualifications One-On-One Relationships Between OCSD Employees, Regulators, Legislators, and Industry Leaders Resource Trends, Inc. Branding• Communications• Investment Review ® f Documents Communication Strategy Sheet Page 97 OCSD Fact Sheet Page 99 Website Portal Mock-Up Page 101 Sample Agenda Report Page 103 ► Sample GM Report Page 105 Updated Business Values Page 110 OCSD Standards Document Page 1 1 1 ROI/ Efficiency Case Studies (Coming Soon) ► Target Audience Lists and Status (Coming Soon) "Push" Communication Tactics (Coming Soon) Resource Trends, Inc. Branding• Communications• Investment \Q OPERATIONS COMMITTEE Meeting Date TOBA.of Dir. 06/03/15 O6/24/15 Item AGENDA REPORT N Number Item Nu bar 7 Nu Orange County Sanitation District FROM: James D Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: ADMINISTRATIVE FACILITIES IMPLEMENTATION PLANNING, PROJECT NO. SP-194 GENERAL MANAGER'S RECOMMENDATION Establish a budget for Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. 131-128, in the amount of$168,000,000. SUMMARY In November 2013, the results of the Administrative Facilities Master Plan were presented to the Board of Directors. This Administrative Facilities Master Plan highlighted that the continued rehabilitation of the aging administrative facilities is not the most economical long-term solution, nor does it provide an efficient grouping of staff, many of which are spread across the treatment plant in temporary trailer offices. Creating an effective replacement strategy appears to be the most efficient and cost- effective, long-term strategy to manage the administrative facility assets. In June 2014, the Board of Director's authorized an Administrative Facilities Implementation Plan to be developed by HDR Architecture, Inc. (HDR) that would develop a more detailed plan and estimate for replacement of the Administration Building, Human Resources Building, Laboratory, Purchasing Building, Fleet Services Buildings, and multiple office trailers at Plant No. 1. The draft plan is complete. HDR created an Implementation Plan that considers the Orange County Sanitation District (Sanitation District) staffing structure, existing site, security limitations, public access, and logistical considerations. The completed plan provides building layouts and locations, along with some optional scenarios for potential lab building utilization that provides a project framework, budget, and schedule. The proposed project constructs a three story Administration Building, a two story Laboratory, a two story connection piece between the Administration Building and Laboratory, a Fleet Services Shop, and a fleet vehicles parking area, as well as associated security improvements and site work. At the June 2015 Operations Committee Meeting, staff was directed to use a more descriptive project name. Staff recommends the project title Headquarters Complex, Site and Security, and Entrance Realignment Program. Other titles considered were: Administrative Headquarters and Environmental Science Laboratory, Renewal and Page 1 of 3 Consolidation Program; Building Infrastructure Replacement Program; and Business Center, Laboratory and Entrance Realignment Program. PRIOR COMMITTEE/BOARD ACTIONS June 2014 —Approved a Professional Design Services Agreement with HDR to provide engineering design services for Administrative Facilities Implementation Planning, Project No. SP-194, for an amount not to exceed $729,597. November 2013 — Established a budget for Administrative Facilities Implementation Planning, Project No. SPA94. October 2013 — Staff presented an overview of the administrative facilities and their need for rehabilitation or replacement. June 2012 —Approved a Professional Services Agreement with The Austin Company to provide engineering services to prepare an Administrative Facilities Master Plan for the Title 24 Access Compliance and Building Rehabilitation Project, Project No. P1-115, for an amount not to exceed $175,000. ADDITIONAL INFORMATION Staff was directed to pursue an on-site building replacement strategy as a result of the Administrative Facilities Master Plan. The existing facilities are not code compliant and lack building permits with the City of Fountain Valley. The Administrative Facilities Master Plan, completed in January 2014, evaluated the repair versus replacement options for the existing buildings and trailers at Plant No. 1. The study estimated the repair of the existing facilities to be more expensive and more disruptive over the long term, and had significantly more risk due to the unknown conditions in the structures. The Sanitation District is obligated to bring these facilities up to code requirements by agreement with the City of Fountain Valley. In addition, the Orange County Transportation Authority (OCTA) has been working with staff on the 1405 widening project set to go to Design Build construction later this year. This OCTA project will change the front entrance to Plant No. 1 from the current location to a signalized entrance at Pacific Street adjacent to the east wall of the Administration Building. The current inventory of buildings is very reliant on trailers spread throughout the 100 acre site including the Risk Management trailers, Process Control Trailers, and Engineering Complexes A, B, E and F. More than 100 staff are spread across the site. The plan fits a new Administration and Laboratory Building in the existing site. The Auto Shop may need to be replaced to create enough space for the new buildings. The proposed project budget is designed to be sufficient to allow the flexibility to work through the design and construction process, and to provide the Board of Directors staffs best estimate of the entire cost of the Administrative Facilities. The implementation strategy may be done in steps overtime. Page 2 of 3 The table below summarizes the project cost basis: Construction Costs Costs Administrative Building and Lab Offices $ 44,216,000* 120,600 Square Feet Laboratory $ 21,106,000* 34,100 Square Feet Fleet Services $ 4,050,000* 10,700 Square Feet Site Development $ 13,883,000* Escalation to Midpoint of Construction $ 26,194,000 32% Son Costs Permits/Testing/Inspection $ 8,756,000 8% Outside Services $ 27,512,000 16% OCSD Internal $ 101917,000 10% Project Contingency $ 21,890,000 20% * Cost in 2015 Dollars CEQA The Administration Facilities Implementation Plan is statutorily exempt under CEQA Section 15262. This Planning work involved only feasibility or planning studies for possible future actions which the Board of Directors has not approved, adopted, or funded. CEQA work will commence for Administrative Facilities Replacement at Plant No. 1, Project P1-128 following the approval to establish this new project. BUDGET/PURCHASING ORDINANCE COMPLIANCE This complies with the authority levels in the Sanitation District's Purchasing Ordinance. Funds for this new project, Administrative Facilities Replacement at Plant No. 1, Project P1-128, have been allocated in the Replacement, Refurbishment, and Rehabilitation line item. This item requires the establishment of an individual project line item budget in the amount of$168,000,000. ATTACHMENT The following attachment may be viewed online at the OCSD website (www.ocsd.com) with the complete agenda package. PowerPoint presentation from Operations Committee Meeting of June 3, 2015. WS:dm:gc Page 3 of 3 Administrative Facilities Implementation Plan Robert Thompson Director of Engineering OWN Orange County Sanitation District We're here for you. IOU J �\ A history of incremental growth . . . Orange County Sanitation District We're here for you. To Today By the Numbers: x • 628 Employees • 572 Miles of Pipe • 200 Million Gallons Daily • 735 tons/day Biosolids Recycled • 479 Square Mile Service Area • Serving 2.5 Million ResidentsJI Ir � ,` • $6.2 Billion in assets i " - � »� Z , 110 in,V,- r till 1113-1 / y t 111-.11„' C Orange County Sanitation District for you. Current Condition Capacity Approx. 40,000 sq.ft. of temporary trailers (130 staff) located throughout plant not conducive for effective organization functionality Condition Aged, deteriorated, and extensive maintenance issues Technology Approaching end of life, systems are antiquated and inefficient, buildings do not meet level of service Regulatory ADA, Seismic, IBC, NFPA, Energy, parking, and agreement with City of Fountain Valley 1-40S Project Mitigate impact of new entrance by creating further setback from building Escalation Delay will cause cost increases for either rehab or replacement Staff Inefficiency Not having staff in proximity wastes significant time to gather for meetings and collaboration Net Zero Mandates Follow path of state leadership and energy mandates for a sustainable energy efficient future for California Orange County Sanitation District We're here for you. Aging Facilities Risk Management Trailer: 2000 � Administration: 1964, 1971, 1976, a 1990 [• Human Resources: 1971 (Lab), 1996 (HR) — Fleet Services: 1971 'e r r Fleet Parking: 1990 ar ` � Building H: Pre-1954 PCI Trailers: 1996 Purchasing: 1980 Laboratory: 1990 - GWRS, P1-102, Contracts, I AV= - _ ;;p / Jh�, Maintenance Trailers E & F: 2001 s f Engineering Trailers A & B: 2003 Orange County Sanitation 1 for you. Distributed Staff isk I � �: r 1 � • - fleet -, p s r urchasin Vices administration Y L 13 a laboratoryj.��� I 4, l _,,building 6 #1 13 _ control center J ® 3ttai 26�i � t� 'f pcitrailers Orange County Sanitation • for you. Distributed Staff t 1 . . . . . i. : �i � i 111. r �. I•';f �. �� -` �� �It�� t trailers � 1 �a• ,�� .� .■ 11 . . 1.■.■ ..1 . . ' I IN Ad I . . : . ■■ 11,41 � l , , 1 . . . . M ' to Hers Orange County Sanitation . you. Administrative Buildings Permitting Timeline 1964 1971 1975 1984 1989 1992 1994 1995 2002 2008 2010 2013 � � T 01 °� �C9°�. ���°0 9O0 ice°co d �`g cc'r a �,�$.AP °°'3 �, ° �d°04 ox o P J O^% ipoo,0; O° .�% r ; 's d °i o6o A 6 N II> 90 9 m P a.°o f rfo 3 o^e.�AP a %°a?`"wd Y�iA a r,c oo. 5 c ° i ! "ap, oO70, O 4;.r 4 0, G0 G �A.R QN4 fCo ° 0' 7s d O. 'Oy �'.. Ci' q d A PO' O U`. d� G Oo, c4 �y car d PP o % o� °� dq 7L, q,� A6 c�P a N°, �°y NO. 4A �d L 'd 0 �� O N, b� i dd 0 e° f� 5 :i O G 1 1 Orange County Sanitation I for you. Administration Facilities Master Plan 2010 to 2013 — OCSD commissioned the AFMP to provide management and the board the necessary information to make policy decisions regarding the administrative infrastructure facilities at Plant 1. Specific Goals of the AFMP included : — Consolidate staff to the extent feasible to improve staff interaction and productivity. — Create long-term, forward-thinking solutions. — Provide long-term value at a reasonable cost. — Minimize disruption during the construction and relocation process. — Move no portion of administrative, engineering or laboratory staff permanently off-site. Orange County Sanitation District We're here for you, Administration Facilities Master Plan Studied three broad alternatives: o Maintain status quo o Reuse current buildings and replace trailers with buildings o New buildings "It is no longer possible to avoid significant capital improvement building replacement costs. The open question is one of option selection." Orange Deficiencies All Buildings Administration Laboratory • ADA Compliance Ceiling Tiles Water Chillers • Roof Replacement Carpet Reheat Coils in Ducts • Lighting Replacement Skylight leaks Insulation Mold • Permitting Floor Vibration Remove HVAC for Roof • Roof Fall Protection Slab Leaks Replacement • HVAC Building Drains Roof Pipe Insulation • Roof drainage Elevator Size Hot Water Piping • Roof Conduit, Piping Decorative Pond Building Wall Leaks • Equipment Roof Curbs Termites Cooktop Ventilation • Title 24 Energy Efficiency Cooktop Ventilation Roof Access Screen • Impacted by Agreement Exterior Paint Door with City Odor Analysis Lab • Space Inefficiencies • Ductwork corrosion in Metals Free lab Orange County Sanitation District We're here for you, Rehabilitation vs • iComparison . .....:-:.❖.:�.❖:•.� $150, , ,Note: Status quo option not included in comparison Rehabilitation .•' Replacement Orange County Sanitation District We're here for you - Best Long-term Business Approach Replacement of OCSD's administrative facilities is the best long- term business solution and provides for: • Logical, low-risk implementation plan • Project certainty • Enhanced site security • Improved public access • Productive work practices and operational efficiency • Lower overall life-cycle cost • Set back building from new entrance to accommodate 405 on-ramp. Orange County Sanitation District We're here for you. Benefits of New Buildings • Fixes age, maintenance and regulatory problems • Fixes permit issues • Fixes entrance with Cal Trans • Improves security • Improves public access • Brings staff together • Improved work conditions for Fleet Services Orange Administration Facilities Implementation Planning November 11, 2013 — Board directs staff to create Administrative Facilities Implementation Plan for new administrative buildings — The AFMP highlighted that the continued rehabilitation of the aging administrative facilities is not the most economical long-term solution — Implementation Plan focused on options for replacement of the facilities and determining the most efficient and cost-effective plan — Board directed staff to find onsite solutions: a permanent treatment plant needs permanent facilities Orange County Sanitation District We're here for you, Programming and Design Guiding Principles IMPLEMENTATION COST CONSTRUCTABILITY SCHEDULE MINIMIZE DISRUPTION OPERATIONAL EFFICIENCYOPUBLICIMAGEOPTIMALWORK ENVIRONMENT OPERATIONS PUBLIC RESPONSIBILITY Orange County Sanitation 1 for you. Programming USE CAMGORY i - RR ■ ' ■ ■ , r -w SUPPORT Ground Floor i �....L- Orange County Sanitation District We're here for you. Programming and Design Building Areas Admin + Lab Offices 120,600 s.f. � s Laboratory 34,100 s.f. Fleet Services 10,700 s.f. Total 165,400 s.f. 1 I Program Space Types Offices 72,500 s.f. Laboratory 34,200 s.f. Shared Support 39,400 s.f. Building Support 9,500 s.f. r Vehicle Repair Shops 9,800 s.f. Conceptual Rendering Orange County Sanitation I for you. Proposed Schedule 1. Cakrans405Flyowr(notnrswpe) W 2. ConstntctNewFleetanldurg ..1. 1 I 3. BmMnewlab and Adrtiistration Bmldmg ....1.... m i 3.a Ske DcwlohshFpment Ik• � � i 4. nn]sh Bxsturg lab and Office BmMmgs • 5. Site and Parldng 2016 2017 2018 2019 2020 2021 2022 Bmrd wl ks gn em went * — Design (aBcans Flyrove CEQA — Penr& — COnSnneUDn Pmaaement New et Facddy — ConsWcticm — Rebcation Newla and A hm — Dem t6on — Sde and Parlong POEM Orange County Sanitation I for you. Estimated Project Costs �o5t� Construction Costs Administration Building $44,216,000 r /square foot Laboratory $ 21,106,000 •r /square foot Fleet Services $ 4,050,000 $344/square foot Site Development $ 13,883,000 $38/square foot Escalation $ 26,194,000 Sok Costs Permits/Testing/ Inspection $ 8,756,000 8.0% Outside Services $ 17,512,000 OCSD Internal $ 10,397,000 Project Contingency : •r r r r r% Cost in 2015 D. Orange County Sanitation District We're here for you. Pacific Road Entry I ELLIS AV ErvuE - - o° � .IIIIIIIIIIIIII. ...._ pO ° E iE NEWWBYLgNM � _ __ 00 _ 9 0 OPP0. �. o O O'er SSAEE NN O NORTH PERIMETER ROM oo Orange County Sanitation . Recommendations Approve Project END. ?� Budget t ref �a Start • A Solicit for Professional _ s04 'ss ■ _ Lid Design Services L Orange County Sanitation District We're here for you. ORANGE COUNTY SANITATION DISTRICT Agenda Terminology Glossary Glossary of Terms and Abbreviations AQMD Air Quality Management District ASCE American Society of Civil Engineers BOD Biochemical Oxygen Demand CARB California Air Resources Board CASA California Association of Sanitation Agencies CCTV Closed Circuit Television CEQA California Environmental Quality Act CRWQCB California Regional Water Quality Control Board CWA Clean Water Act CWEA California Water Environment Association EIR Environmental Impact Report EMT Executive Management Team EPA U.S. Environmental Protection Agency FOG Fats, Oils, and Grease FSSD Facilities Support Services Department gpd Gallons per day GWR System Groundwater Replenishment System (also called GWRS) ICS Incident Command System IERP Integrated Emergency Control Plan LOS Level of Service MGD Million gallons per day NACWA National Association of Clean Water Agencies NPDES National Pollutant Discharge Elimination System NWRI National Water Research Institute O&M Operations and Maintenance OCCOG Orange County Council of Governments OCHCA Orange County Health Care Agency OCSD Orange County Sanitation District OCWD Orange County Water District GOBS Ocean Outfall Booster Station OSHA Occupational Safety and Health Administration POTW Publicly Owned Treatment Works ppm Parts per million RFP Request For Proposal RWQCB Regional Water Quality Control Board SARFPA Santa Ana River Flood Protection Agency Glossary of Terms and Abbreviations SARI Santa Ana River Inceptor SARWQCB Santa Ana Regional Water Quality Control Board SAWPA Santa Ana Watershed Project Authority SCADA Supervisory Control and Data Acquisition system SCAP Southern California Alliance of Publicly Owned Treatment Works SCAQMD South Coast Air Quality Management District SOCWA South Orange County Wastewater Authority SSMP Sanitary Sewer Management Plan SSO Sanitary Sewer Overflow SWRCB State Water Resources Control Board TDS Total Dissolved Solids TMDL Total Maximum Daily Load TSS Total Suspended Solids WDR Waste Discharge Requirements WEF Water Environment Federation WERF Water Environment Research Foundation Activated-sludge process — A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen, and consume dissolved nutrients in the wastewater. Benthos— The community of organisms, such as sea stars, worms and shrimp, which live on, in, or near the seabed, also know as the benthic zone. Biochemical Oxygen Demand (BOD)—The amount of oxygen used when organic matter undergoes decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in water. Biosolids — Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farm land or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements, additional capacity, and projects for the support facilities. Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere used as indicators of sewage pollution. E. coli are the most common bacteria in wastewater. Collections system — In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. Certificate of Participation (COP) —A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. Glossary of Terms and Abbreviations Contaminants of Potential Concern (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. Dilution to Threshold (D!f) — the dilution at which the majority of the people detect the odor becomes the DrT for that air sample. Greenhouse gases — In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse effect"). Groundwater Replenishment (GWR) System — A joint water reclamation project that proactively responds to Southern California's current and future water needs. This joint project between the Orange County Water District and the Orange County Sanitation District provides 70 million gallons a day of drinking quality water to replenish the local groundwater supply. Levels of Service (LOS)—Goals to support environmental and public expectations for performance. NDMA— N-Nitrosodimethylamine is an N-nitrosoamine suspected cancer-causing agent. It has been found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. National Biosolids Partnership (NBP) — An alliance of the National Association of Clean Water Agencies (NACWA) and Water Environment Federation (WEF), with advisory support from the U.S. Environmental Protection Agency (EPA). NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation in order to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. Plume—A visible or measurable concentration of discharge from a stationary source or fixed facility. Publicly-owned Treatment Works (POTW)— Municipal wastewater treatment plant. Santa Ana River Interceptor (SARI) Line — A regional brine line designed to convey 30 million gallons per day (MGD) of non-reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal, after treatment. Sanitary sewer — Separate sewer systems specifically for the carrying of domestic and industrial wastewater. Combined sewers carry both wastewater and urban run-off. South Coast Air Quality Management District (SCAQMD) — Regional regulatory agency that develops plans and regulations designed to achieve public health standards by reducing emissions from business and industry. Secondary treatment — Biological wastewater treatment, particularly the activated-sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater. Sludge—Untreated solid material created by the treatment of wastewater. Total suspended solids (TSS)—The amount of solids floating and in suspension in wastewater. Trickling filter — A biological secondary treatment process in which bacteria and other microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in wastewater as it trickles over them. Glossary of Terms and Abbreviations Urban runoff — Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and oceans. Wastewater—Any water that enters the sanitary sewer. Watershed —A land area from which water drains to a particular water body. OCSD's service area is in the Santa Ana River Watershed.